<PAGE>
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[_] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Global Industrial Technologies, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Global Industrial Technologies, Inc.
- --------------------------------------------------------------------------------
(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:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
2121 SAN JACINTO, SUITE 2500
DALLAS, TEXAS 75201
----------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 28, 1999
TO OUR SHAREHOLDERS:
Notice is hereby given that an Annual Meeting of Shareholders (the "Annual
Meeting") of Global Industrial Technologies, Inc., a Delaware corporation (the
"Company"), will be held at the Doubletree Warren Place, 6110 South Yale Avenue,
Tulsa, Oklahoma, on Friday, May 28, 1999, at 10:00 a.m., for the following
purposes which are described more fully in the accompanying Proxy Statement:
1. To elect Sheldon R. Erikson to serve as a Class I Director until the Annual
Meeting of Shareholders in 2002 or until his successor is elected or
qualified;
2. To vote upon a shareholder proposal submitted pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), calling for the prompt sale of the Company;
3. To vote upon a shareholder proposal submitted pursuant to Rule 14a-8
promulgated under the Exchange Act calling for the declassification of the
Company's Board of Directors;
4. To vote upon a shareholder proposal submitted by WHX Corporation calling for
the declassification of the Company's Board of Directors;
5. To vote upon a shareholder proposal submitted by WHX Corporation calling for
the redemption of the Company's Stockholder Rights Plan; and
6. To transact such other business as may properly come before the Annual
Meeting or any postponement or adjournment thereof.
Only shareholders of record at the close of business on Thursday, April 8,
1999 are entitled to notice of and to vote at the meeting or any postponements
or adjournments thereof.
This Annual Meeting is of particular importance to all shareholders of the
Company because of WHX Corporation's ongoing hostile attempt to take over your
Company.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON
1
<PAGE>
AND REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN, YOUR BOARD URGES
YOU TO COMPLETE, SIGN, DATE, AND RETURN THE WHITE PROXY CARD IN THE ACCOMPANYING
ENVELOPE, WHICH IS POSTAGE PAID IF MAILED IN THE UNITED STATES.
YOUR BOARD ALSO URGES YOU NOT TO SIGN ANY PROXY CARDS SENT TO YOU BY WHX
CORPORATION. EVEN IF YOU HAVE PREVIOUSLY SIGNED A PROXY CARD SENT TO YOU BY WHX
CORPORATION, YOU CAN REVOKE THAT EARLIER PROXY BY SIGNING, DATING, AND MAILING
THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors,
Jeanette H. Quay
Vice President - General Counsel and Secretary
Dallas, Texas
April __, 1999
2
<PAGE>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
2121 SAN JACINTO, SUITE 2500
DALLAS, TEXAS 75201
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 28, 1999
This proxy statement (the "Proxy Statement") is being furnished to the
shareholders of Global Industrial Technologies, Inc. (the "Company" or "Global")
in connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board of Directors" or the "Board") for use at the Annual Meeting
of Shareholders (the "Annual Meeting") to be held at the Doubletree Warren
Place, 6110 South Yale Avenue, Tulsa, Oklahoma, on Friday, May 28, 1999, at
10:00 a.m., and at any and all postponements and adjournments of the Annual
Meeting. This Proxy Statement and the enclosed form of proxy are first being
sent to shareholders on April __, 1999.
OUTSTANDING SHARES AND VOTING RIGHTS
The close of business on April 8, 1999 is the record date for the determination
of shareholders entitled to vote at the meeting, in person or by proxy. On that
date, the Company had outstanding and entitled to vote at the meeting
_______________ shares of common stock, par value $.25, (the "Common Stock").
Each share of Common Stock entitles the holder to one vote on each matter to be
voted upon at the Annual Meeting.
The shares represented by all properly executed proxies which are sent to the
Company will be voted as designated. If no designation has been made, the
persons named in the enclosed proxy will vote all shares for
1. the election of Sheldon R. Erikson to serve as a Class I Director until the
Annual Meeting of Shareholders in 2002 or until his successor is elected or
qualified;
and against
2. the proposal submitted pursuant to Rule 14a-8 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), calling
for the prompt sale of the Company;
3. the proposal submitted pursuant to Rule 14a-8 promulgated under the Exchange
Act calling for the declassification of the Company's Board of Directors;
4. the proposal submitted by WHX Corporation calling for the declassification
of the Company's Board of Directors; and
5. the proposal submitted by WHX Corporation calling for the redemption of the
Company's Stockholder Rights Plan.
3
<PAGE>
Sending a signed proxy will not affect a shareholder's right to attend the
Annual Meeting and vote in person. A proxy may be revoked by the grant of a
later dated proxy. The presence at the meeting of a shareholder who has given a
proxy does not revoke the proxy unless the shareholder votes the shares subject
to the proxy by written ballot at the meeting or files written notice of the
revocation with the secretary of the Company prior to the proxy being voted.
The enclosed proxy confers discretionary authority to vote upon such other
matters and business as may come before the Annual Meeting or any adjournments
thereof. In connection with such matters, the persons named in the enclosed form
of proxy will vote in accordance with their best judgment.
---------------------------------
In August 1998 the Board of Directors of the Company adopted a change of its
fiscal period from October 31 to the twelve months ended December 31.
Accordingly, the transition period information contained herein reflects the
two-month transition period November 1, 1997, through December 31, 1997 (the
"Transition Period").
4
<PAGE>
1. ELECTION OF CLASS I DIRECTOR
----------------------------
The Company's Restated Certificate of Incorporation provides that there shall be
three classes of directors, of as nearly equal size as possible, each class
being elected for a three-year term and only one class being elected each year.
The Board of Directors has nominated Sheldon R. Erikson for election to the
Board for a three-year term expiring at the Annual Meeting of Shareholders in
2002 or until his successor is elected and qualified. Unless otherwise
instructed, it is intended that the shares represented by the enclosed proxy
will be voted "FOR" the Board's nominee.
Subject to a quorum, the affirmative vote of a plurality of the shares present
in person or represented by proxy at the meeting and entitled to vote is
required for the election of a director. Votes will be tabulated by an
inspector of election appointed by the Company's Board. Abstentions and broker
non-votes have no effect on determinations of plurality except to the extent
that they affect the total votes received by any particular candidate.
The Board has no reason to believe that its nominee will be unable to serve if
elected. In the event that Mr. Erikson shall become unavailable for election,
it is intended that such shares will be voted for the election of a substitute
nominee selected by the persons named in the enclosed proxy. If elected, Mr.
Erikson will succeed Mr. Samuel B. Casey, Jr. who served as a Class I Director
from 1992 until his term expires at the 1999 Annual Meeting of Shareholders.
Mr. J. L. Jackson, previously the Chairman and Chief Executive Officer,
President, and Chief Operating Officer, resigned as a Director and officer
effective July 10, 1998. Upon Mr. Jackson's resignation, the Board elected
current Class II Director Rawles Fulgham as acting President and Chief Executive
Officer. On December 14, 1998 the Board elected Mr. Fulgham as Chairman of the
Board and Chief Executive Officer and Graham L. Adelman as President and Chief
Operating Officer. Mr. Adelman succeeded Mr. Jackson as a Class II Director for
a term expiring in 2000.
<TABLE>
<CAPTION>
Year
Business Experience First
During Past 5 Years and Elected
Name (Age) Other Information Director
---------- ------------------------- ------------
<S> <C> <C>
Nominee to Serve for a Three-Year Term Expiring 2002
Sheldon R. Erikson (57) Chairman of the Board, since 1996, and President and Chief Executive --
Officer, since 1995, Cooper Cameron Corporation, international
manufacturer of equipment for oil and gas drilling, production and
transmission; Chairman of the Board, 1988-95, and President and
Chief Executive Officer, 1987-95, The Western Company of North America.
Director: Triton Energy Corporation; Layne Christensen Company
Continuing Director--Term Expiring 2000
Rawles Fulgham (71) Chairman of the Board and Chief Executive Officer, Global 1992
Industrial Technologies, Inc., since 1998; Senior Advisor, Merrill
Lynch
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
& Co. Inc., since 1989; Advisor to certain Committees of the
Board of Directors of Dorchester Hugoton Limited, since 1995;
Executive Director, Merrill Lynch Private Capital, Inc., 1982-89.
Director: BancTec, Inc.; Dresser Industries, Inc. (prior to its
October 1998 merger with Halliburton Company); NCH Corporation.
Graham L. Adelman (49) President and Chief Operating Officer, Global Industrial 1998
Technologies, Inc., since 1998; Senior Vice President and General
Counsel, 1995-98, and Secretary, 1996-98, Global Industrial
Technologies, Inc.; Senior Vice President, General Counsel and
Secretary, The Western Company of North America, 1990-95.
Continuing Directors--Term Expiring 2001
David H. Blake (58) Dean, Graduate School of Management, University of California, 1992
Irvine, since 1997; Dean, Edwin L. Cox School of Business, Southern
Methodist University, 1990-1996; Dean and Professor, Graduate School
of Management, Rutgers-The State University of New Jersey, 1983-89.
Director: Procom Technologies, Inc.
Richard W. Vieser (71) Chairman of the Board, President and Chief Executive Officer, FL 1992
Industries, Inc., electrical equipment and high efficiency
industrial and commercial heating and cooling equipment, 1985-89;
Chairman of the Board, President and Chief Executive Officer, Lear
Siegler, Inc., 1987-89; Chairman of the Board and Chief Executive
Officer, FL Aerospace Corp., 1986-89. Director: Ceridian
Corporation (formerly Control Data Corporation); Harvard Industries;
International Wire Co.; Sybron Corporation; Viasystems Inc.; Varian
Associates, Inc.
</TABLE>
YOUR BOARD STRONGLY RECOMMENDS A VOTE "FOR" THE ELECTION OF SHELDON R. ERIKSON
AS A DIRECTOR OF THE COMPANY
WHX Corporation ("WHX") is seeking the election of its nominee who is committed
to supporting WHX's hostile tender offer (the "WHX Offer") to buy the Company.
WHX has nominated Ronald LaBow, the Chairman of WHX, to be elected to the Board
(and has nominated Marvin Olshan, an attorney, as a substitute nominee in the
event that Ronald LaBow is unable for any reason to serve as a Director).
Together, they are referred to as the "WHX Nominee."
Global's objective is straightforward -- to enhance the value of the Company for
its shareholders and to position the Company so that it can take advantage of
opportunities that develop as the refractories industry continues to
consolidate. To that end, on March 29, 1999, the Board instructed management,
with the assistance of the Company's financial advisors, to explore and evaluate
a number of alternatives to generate shareholder value that may be greater than
that which the Company's business plan can create. Such alternatives
6
<PAGE>
could include a possible merger or strategic combination. WHX's objective,
however, is different. It seeks to buy the Company as cheaply as possible for
the benefit of WHX's shareholders. To do otherwise, would be a breach of WHX's
fiduciary duty to the WHX shareholders. As the Company is committed to exploring
alternatives to enhance shareholder value, the Company does not believe that it
is in the best interests of shareholders to have a potential buyer of the
Company on its Board of Directors. Your Board believes that having an "inside
bidder" on the Board of Directors would adversely affect the Company's ability
to explore alternatives. Accordingly, the Board urges shareholders to vote "FOR"
its nominee in order to provide the Board with an adequate opportunity to pursue
its plan designed for your benefit.
SHAREHOLDERS ARE URGED TO RESIST THE INADEQUATE HOSTILE WHX OFFER BY VOTING FOR
THE ELECTION OF SHELDON R. ERIKSON AS A DIRECTOR OF THE COMPANY AND BY
COMPLETING, SIGNING, DATING, AND RETURNING THE PROXY CARD IN THE ACCOMPANYING
POSTAGE PRE-PAID ENVELOPE.
BOARD MEETINGS AND COMMITTEES; COMPENSATION OF DIRECTORS
The Board of Directors has standing Audit and Finance, Executive Compensation,
and Executive Committees and a Committee on Directors. During the Transition
Period, there was one meeting of the Board of Directors; during the 12 months
ended December 31, 1998, there were 18 meetings of the Board, seven of which
were attended by telephone.
All Directors attended 75% or more of the aggregate meetings of the Board and of
the Board Committees on which they serve.
The Audit and Finance Committee consists of Messrs. Casey, Chairman; Fulgham;
Blake; and Vieser. The Committee, which met once during the Transition Period
and twice during the 12 months ended December 31, 1998, reviews the scope and
results of the annual audit activities of the independent accountants and
internal auditors. The Committee also recommends the appointment of the
independent accountant, whose duty it is to audit the books and accounts of the
Company and its subsidiaries, and reviews its services.
The Executive Compensation Committee is composed of Messrs. Vieser, Chairman;
Blake; and Casey. The Committee, which met once during the Transition Period and
three times during 12 months ended December 31, 1998, administers executive
compensation plans, reviews the performance of the Chief Executive Officer and
key employees, and acts in an advisory role on employee compensation.
The Executive Committee, consisting of Messrs. Fulgham and Vieser, exercises
limited powers on behalf of the Board during intervals between meetings of the
Board. There were no Executive Committee meetings during the Transition Period
or during the 12 months ended December 31, 1998.
The Committee on Directors develops selection criteria and recommends nominees
for election as
7
<PAGE>
Directors, including nominees recommended by shareholders. The Committee, which
met once during the 12 months ended December 31, 1998, serves in an advisory
role on qualifications for the positions of Chairman of the Board and Chief
Executive Officer. The Committee is composed of Messrs. Fulgham, Chairman;
Blake; Casey; and Vieser.
A Director who is an employee of the Company receives no fees or remuneration,
as such, for services as a member of the Board or any Committee of the Board.
During fiscal 1998, each Director who was not an employee received an annual
retainer of $20,000 for Board membership, $2,500 for each Committee membership,
$1,000 for service as 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 was 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 at the request of the Board or the
Chairman of the Board, other than attendance at meetings of the Board or any
Committee.
Under the Global Industrial Technologies, Inc. Stock Option Plan for Non-
Employee Directors ("Directors Plan"), each calendar year each non-employee
Director may be granted, and each person who becomes a non-employee Director
shall be granted, a non-qualified option to purchase 5,000 shares at a price
equal to the fair market value of the shares on the day of grant. Options
granted under this plan become exercisable six months after the date of grant
and expire in ten years or, if earlier, five years following the death,
disability and/or approved retirement of the Director. In February 1998 the
Company granted each non-employee Director an option to purchase 5,000 shares
upon such terms, exercisable at $15.53 per share. In addition to the above
grants, in May 1998 the Company granted each non-employee Director an option to
purchase 20,000 shares, exercisable at $17.13 per share. The average exercise
price of all options granted to non-employee directors under the Directors Plan
is $16.93. The closing price of the Common Stock on April __, 1998, was $___.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of February 26, 1999, certain information
regarding those persons known to the Company to have been the owners on such
date of more than 5% of the Common Stock then outstanding.
<TABLE>
<CAPTION>
Name and Address of Number of Shares of Percent of
Beneficial Owner Common Stock Owned Class
- ---------------------------------------- ------------------- ----------
<S> <C> <C>
Prudential Insurance Company of America 2,384,800(1) 10.696%
19 Prudential Plaza
Newark, New Jersey 07102
WHX Corporation 2,173,800(2) 9.749
Wheeling-Pittsburgh Capital Corp.
110 East 59th Street
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
New York, New York 10022
Franklin Resources 1,715,900(3) 7.696
One Parker Plaza
Ft. Lee, New Jersey 07724
</TABLE>
- ---------------------------------------
(1) Based upon a Form 13G filed with the Securities and Exchange Commission on
or about December 31, 1998.
(2) Based upon an amendment dated October 5, 1998, to Schedule 13D filed with
the Securities and Exchange Commission.
(3) Based upon a Form 13G filed with the Securities and Exchange Commission on
or about December 31, 1998.
The following table states the number of shares of Common Stock owned by (i)
each person who is a director or nominee or an executive officer named in the
Summary Compensation Table on page 15, and (ii) all current directors, nominees,
and executive officers as a group. Except as otherwise indicated, each
individual named has sole investment and voting power with respect to the
securities shown. All ownership information is as of December 31, 1998.
<TABLE>
<CAPTION>
Shares Owned Percent
Name Directly or Indirectly(1) Stock Units(2) of Class
---- ------------------------- -------------- ---------
<S> <C> <C> <C>
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
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 current directors and nominees and executive officers as a group
(13 persons)...................................................... 1,220,059 83,315 5.64
</TABLE>
(1) 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 Securities and Exchange Commission and are
considered to be outstanding for the purpose of calculating percentage
ownership.
(2) Includes shares of Common Stock which may be distributable after
termination of employment to persons 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 Common Stock which is not reflected in the column
"Shares Owned".
9
<PAGE>
REPORT OF EXECUTIVE COMPENSATION COMMITTEE
General
The Executive Compensation Committee is responsible for all components of the
compensation program for executive management of the Company, including the
named executive officers. The Committee is comprised solely of outside directors
and administers and reviews Global's executive compensation plans and
arrangements.
The purpose of the Global executive compensation program is to enable the
Company to recruit, motivate, reward and retain the caliber of executive talent
necessary to provide shareholders and employees a long-term growth opportunity.
The competitiveness of the compensation program is reviewed by the Executive
Compensation Committee using external sources of market information and analysis
provided by outside compensation consultants. Changes to the programs are made
from time to time by the Board of Directors in order to maintain competitive
compensation levels and to better link the interests of management and the
shareholders.
The Committee considers an officer's total compensation package whenever a
change is made to any individual component. Base salary levels affect an
officer's target award under an annual incentive plan and the number of shares
for which stock options are granted under the long-term incentive plan of the
Company.
Policies Applicable To All Executive Officers
Stock Ownership Requirements
As a means to develop significant officer and management ownership in the
Company, the Board approved the Stock Ownership Requirements Policy in January
1994. This policy establishes for each officer and certain managers stock
ownership and retention levels which are stated as multiples of base salary.
The Stock Ownership Requirements Policy provides that at least 50% of any annual
incentive payment must be invested in Common Stock or credited in the form of
Stock Units under the Company's Deferred Compensation Plan until such time as
ownership requirements are satisfied. In addition, at least 25% of all shares
acquired upon exercise of stock options by these individuals must be retained
until such requirements have been met. Individuals must comply with this policy
until retirement or termination.
The required ownership level for the Chairman and Chief Executive Officer is 3.5
times annual base salary. Accordingly, Mr. Fulgham is required to acquire and
retain, until retirement or termination, ownership of Common Stock or Stock
Units with a market value equivalent to $1,750,000. Mr. Fulgham, who was
appointed Chairman and Chief Executive Officer on December 14, 1998, owns 6,000
shares of Common Stock. Other executive officers have ownership levels ranging
from 1.5 to 2.5 times annual base salaries, or a total of $3,672,500. As of
December 31, 1998, 26.4% of this requirement had been met, in the aggregate, by
executive officers other than Mr. Fulgham.
10
<PAGE>
Base Salary and Annual Bonus
Each of the Company's executive officers receives a base salary and has an
opportunity to earn an annual incentive payment. Under the Company's Incentive
Compensation Plan for Officers and Headquarters Staff ("Headquarters Plan"),
payments, if any, to participants are based upon attainment during the fiscal
year of financial performance objectives by the Company and individual
performance objectives. Under the Division Executive Incentive Plan ("Division
Plan"), payments to officers who are also Division Presidents are based
primarily upon financial performance objectives for the Company's major business
units. Additionally, in connection with the acquisition in July 1998 of A. P.
Green Industries, Inc. ("A. P. Green"), the Company adopted a temporary bonus
plan which provides incentives to key executives and other employees to quickly
maximize shareholder value through consolidation of the refractories operations
of A. P. Green and the Company, the results of which will include substantial
cost savings and manufacturing efficiencies ("Synergy Bonus Plan"). The Company
estimates that annual synergies realized by the end of 1999 will exceed
$30 million. Mr. Bravo, President of the Company's Refractory Products and
Minerals business, and other key executives and employees of the Company's
Harbison-Walker Refractories Company subsidiary are eligible to receive
incentive awards under the Synergy Bonus Plan during 1998 and 1999. No payments
were made from the Synergy Bonus Plan for 1998.
The Headquarters Plan and the Division Plan enable the Committee to provide
incentives for participants to contribute each year to growth in Company
earnings and other financial and non-financial goals. Pursuant to Board
authorization, under the Headquarters Plan, funds available for distribution for
1998 could equal up to 4% of the Company's net-after-tax profit, adjusted for
unusual items. The financial performance objectives for the Headquarters Plan
and the Division Plan for 1998 were sales and earnings before interest, taxes,
depreciation, and amortization ("EBITDA"). For 1998 funds equal to 6% of net-
after-tax profits, adjusted for unusual items, were authorized for payments
under the Division Plan. Performance objectives may be adjusted by the Committee
to reflect unanticipated, significant changes in the Company's businesses during
a plan year. For 1998 the minimum financial objectives for the Headquarters Plan
and the Division Plan were not achieved, and no incentive payments were made to
the executive officers under either plan.
It has been the policy of the Committee to establish a base salary range for
each executive officer position and a midpoint for the range which would place
the base salary of that position in approximately the 50th percentile of market
salary. In considering base salary changes, the Committee reviews the
performance of each named officer, the recent financial performance of the
Company, and the position of the officer's current salary in the established
range. The Company participates in several compensation surveys. The primary
survey used to determine the salary range and midpoint for executive officers is
prepared by a major consulting firm with data from 300 U. S. manufacturing
corporations, including approximately one-half of the Fortune 500. Survey data
is reviewed both on a consolidated industry basis, as well as more specific
industry groupings of multiple industry companies and metalworking/fabricating
companies. The Committee also determines annually a target incentive opportunity
for each executive officer, which would place that officer at about the 50th
percentile of market annual incentive compensation determined by reference to
these surveys and to internal equity.
11
<PAGE>
In 1998 officers received salary increases averaging 6.3%, continuing the
Company's competitive position in the employment market. Three officers
received additional promotional salary increases averaging 20% and one officer
received a special one-time bonus award of $50,000 relating to the favorable
resolution of certain claims against the Company.
In addition to ten executive officers, 72 other employees were eligible to
participate in the annual incentive plans and the Synergy Bonus Plan during
1998. Amounts earned by participants in the Division Plan for 1998, other than
eligible officers, were related to the extent to which financial and non-
financial criteria for division performance established by the Committee were
achieved.
Stock Option Program
Executive officers are eligible to receive stock option grants under the
Company's 1992 Stock Compensation Plan ("Stock Plan'') which is intended to
encourage actions which will result in the realization by shareholders of an
attractive return on their Common Stock investments. The Committee believes that
stock option grants, in combination with the Company's Stock Ownership
Requirements Policy, are an effective means of aligning executive compensation
with shareholder interests. As a result of its Stock Ownership Requirements
Policy, the Committee generally grants options to executive officers in an
amount which exceeds the average level of grants made by other companies of
similar size. However, reduced grants are made from time to time in the
discretion of the Committee.
Under the Stock Plan, on February 23, 1998, the Committee granted executive
officers options to purchase a total of 650,460 shares of common stock at
$15.5313 per share. These one-time grants were equivalent to the appropriate
number of shares for which options would normally be granted to each executive
officer over a three-year period. They vest on the earlier of (i) five years
from the date of grant or (ii) 50% at such time as the average closing price of
the Company's common stock equals or exceeds 150% of the grant price for any 21-
consecutive trading day period and the remaining 50% at such time as the price
equals or exceeds 200% of the grant price for any 21-consecutive trading day
period.
Due to the depressed price of the Common Stock in the third quarter, the Company
offered all employees an opportunity in September 1998 to exchange outstanding
stock option agreements ("old options") for reissued options for a reduced
number of shares, exercisable at the average market price on September 18,
1998, or $6.91 ("new options"). In exchange for each new option, employees
tendered for cancellation (i) old options granted prior to January 1, 1998, on a
two for one share basis; and (ii) old options granted after January 1, 1998, on
a one and one-half for one share basis. Additional options were granted at the
same time to certain executive officers.
In total, options to purchase 950,079 shares of Common Stock were granted under
the Stock Plan in September, and previously issued options to purchase 1,083,960
shares of Common Stock were cancelled. The exercise price of the cancelled
options ranged from to $11.00 to $20.00 per share. The new option grants have
the following terms: (1) ten year expiration date; (2) exercise price equal to
the average of the high and low market prices on grant date, or $6.91; and (3)
vesting on the earlier of (i) one year (for cancelled, non-performance options
which had been granted to non-executive officers) or 5 years (for cancelled
performance options which had been
12
<PAGE>
granted to executive officers) from date of grant or (ii) 50% at such time as
the average closing price of the Company's Common Stock equals or exceeds $10.36
per share for any 21-consecutive trading day period, and (iii) the remaining 50%
at such time as the price equals or exceeds $13.81. Vesting of new options was
accelerated in accordance with their terms upon commencement of the WHX Offer.
The following table reflects the cancellation of old options and replacement
with new options described above for named executive officers:
Ten-Year Option/SAR Repricings
<TABLE>
<CAPTION>
Length of
Number of securities Market price Exercise price original
Underlying of stock at at option term
options/SAR's time of time of remaining
repriced or repricing repricing at date of
amended or or New exercise repricing or
(#) (1) amendment amendment price amendment
Name Date (2) (3) (years) (3)
<S> <C> <C> <C> <C> <C> <C>
Rawles Fulgham 9/18/98 ----- ----- ----- ---- ----
Graham L. Adelman 9/18/98 97,900 $6.90625 $16.19 $6.90625 9.16
Juan M. Bravo 9/18/98 129,000 6.90625 16.20 6.90625 8.99
George W. Pasley 9/18/98 75,500 6.90625 16.60 6.90625 9.10
Jeanette H. Quay 9/18/98 10,300 6.90625 17.41 6.90625 8.70
J. L. Jackson 9/18/98 ---- ---- ---- ---- ----
</TABLE>
(1) Sum of all securities underlying options re-issued as follows: (i) 2 old-
for-1 new formula used for options granted prior to 1998; and (ii) 1.5 old-
to-1 new formula used for options granted during 1998.
(2) Average of the high and low market price of Common Stock on cancellation
date.
(3) Weighted average.
Chief Executive Officer Compensation
Mr. Jackson, who served as Chairman and Chief Executive Officer and President
and Chief Operating Officer until July 1, 1998, retired on October 13, 1998 and
did not receive a salary increase or any incentive payment for fiscal 1998.
Mr. Jackson did not receive retirement or severance enhancements and none of his
stock options were cancelled and replaced.
Mr. Fulgham, who served as acting President and Chief Executive Officer from
July 1, 1998 to December 14, 1998, received $1,000 per day for his services.
Upon election as Chairman and Chief Executive Officer on December 14, 1998, the
Board established an annual base salary of $500,000 for his position and granted
Mr. Fulgham an option to purchase 200,000 shares of Common Stock at the average
of the high and low market price on that date, or $8.09. The
13
<PAGE>
option vests at the earlier of 5 years or 50% when the market price exceeds the
exercise price by 50% and 100% when the average market price exceeds the
exercise price by 100%.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally limits the corporate tax
deduction for compensation paid during a year to a public company's chief
executive officer and its four other most highly compensated executed officers
to $1 million, unless specified conditions are met. Certain performance-based
compensation is not subject to the deduction limitation. The Company did not
have nondeductible compensation expense during the Transition Period and 1998
and is not expected to have such in 1999. The 1992 Stock Compensation Plan
limits the number of shares for which options may be granted in any year to a
participant in order to maximize under Section 162(m) the amount of
compensation expense that may be deductible to the Company.
Members of the Executive Compensation Committee:
R. W. Vieser, Chairman
David H. Blake
Samuel B. Casey, Jr.
The foregoing Report on Executive Officer Compensation shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
Compensation Committee Interlocks and Insider Participation
There were no committee interlocks.
14
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following table reflects the cash and non-cash compensation paid or accrued
for the Chief Executive Officer and named executive officers of the Company for
the years indicated.
<TABLE>
<CAPTION>
Annual Compensation Long Term
---------------------------------- ---------
Compensation
------------
Other Securities Underlying
Annual Options/ All Other
Name and Principal Salary Bonus Compensation SAR's Compensation
Position Year ($) (1) ($) ($) (2) # ($) (3)
-------------- ---- -------- ----- ------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
Rawles Fulgham 1998 $221,310(4) $ 0 $ 0 200,000 $ 0
Chairman of the Board and 1997 --- --- --- --- ---
Chief Executive Officer 1996 --- --- --- --- ---
Graham L. Adelman 1998 252,468 0 0 162,000 3,750
President and 1997 220,834 20,000 6,665 9,400 3,625
Chief Operating Officer 1996 200,000 82,400 29,333 13,500 5,603
And Director
Juan M. Bravo 1998 265,000 0 0 79,500 2,727
Vice President; President 1997 240,000 30,500 10,880 10,000 2,520
Harbison-Walker 1996 235,000 160,000 53,023 24,000 10,380
Refractories, Inc.
George W. Pasley 1998 180,000 0 0 85,250 2,363
Vice President-- 1997 160,000 15,000 5,002 5,500 0
Communications 1996 53,333 10,500 3,729 15,000 693
Jeanette H. Quay 1998 144,152 50,000 0 50,000 3,563
Vice President--General 1997 130,000 16,351 4,998 0 2,940
Counsel and Secretary 1996 102,315 30,000 10,569 0 1,710
J. L. Jackson
Retired Chairman and Chief 1998 477,724 0 0 200,000 10,656
Executive Officer, 1997 550,000 0 0 25,000 1,917
President and Chief 1996 550,000 350,000 56,349 34,250 20,967
Operating Officer
</TABLE>
(1).......Information provided for 1997 includes amounts paid during the
Transition Period as follows: Adelman, $37,500; Bravo, $40,000;
Pasley, $26,667; Quay, $22,000; and Jackson, $91,667.
(2).......The amounts in this column represent discounts (75% of the average
closing price) given on stock units deemed purchased with incentive
compensation deferred under the Company's Deferred Compensation Plan.
This column also includes amounts paid to Mr. Bravo in 1996 and 1997
related to his relocation from Mexico. Applicable regulations set
certain reporting levels for certain non-cash compensation.
(3).......The amounts shown for 1998 include matching contributions made under
the Company's Deferred Savings Plan as follows: Mr. Adelman, $3,750;
Mr. Bravo, $2,727; Mr. Pasely, $2,363; Ms. Quay, $3,563; and Mr.
Jackson, $2,042; and payment of non-qualified pension benefits as
follows: Mr. Jackson, $5,280. No contributions or
15
<PAGE>
payments were made during the Transition Period. Prior to 1997, this
column reflected pension benefits on amounts deferred under the
Deferred Compensation Plan. The Deferred Compensation Plan was
amended in 1997 to eliminate pension benefit credits.
(4).......Includes $44,400 paid to Mr. Fulgham as a non-employee Director prior
to his being elected Chairman of the Board and Chief Executive
Officer.
Option/SAR Grants in Last Fiscal Year
The following table summarizes options granted during the 12 months ended
December 31, 1998 and the potential value of shares subject to such options upon
their expiration in 2008. The Company granted no options during the Transition
Period.
<TABLE>
<CAPTION>
Number of Percent of total Potential
securities options/SARs Exercise realizable value at assumed
underlying granted to or base annual rate of stock price
options/SARs employees in price Expiration appreciation for option term (2)
Name granted (#) fiscal year ($/sh) date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Rawles Fulgham 5,000 0.31% $15.53 2/23/08 $ 48,838 $ 123,764
20,000 1.23 17.13 5/20/08 215,396 545,857
200,000 12.31 8.09 12/14/08 1,018,023 2,579,871
Graham L. Adelman 50,000 3.08 6.91 9/18/08 217,283 550,638
50,000(1) 3.08 6.91 9/18/08 217,283 550,638
50,550 3.11 8.90 12/14/08 283,056 717,319
Juan M. Bravo 60,000(1) 3.69 6.91 9/18/08 260,598 660,407
George W. Pasley 36,666(1) 2.26 6.91 9/18/08 159,252 403,575
Jeanette H. Quay 2,533(1) 0.16 6.91 9/18/08 11,008 27,895
44,217 2.72 8.90 12/14/08 247,594 627,452
J. L. Jackson 200,000 12.31 15.53 2/23/08 1,953,510 4,950,578
All Shareholders 22,108,853 10.69 148,600,484 376,582,802
</TABLE>
(1) Reflects options reissued in September 1998 on a 1.5-to-1 ratio on shares
granted earlier in 1998. Does not include grants made on a 2-to-1 ratio in
September 1998 in exchange for the cancellation of options issued prior to 1998,
as follows: Mr. Adelman, 11,450 shares; Mr. Bravo, 19,500 shares; Mr. Pasley,
10,250 shares; and Ms. Quay, 3,250 shares.
(2) The potential Realizable Value for all Shareholders represents the aggregate
value at the end of 10 years of all Common Stock outstanding on December 31,
1998, which then had a value of $10.69, assuming the same rates of appreciation
used to calculate the Potential Realizable Value of shares subject to the stock
options summarized in the table. Such information is shown for comparison
purposes only and does not represent an estimate or prediction of future
Company stock price.
16
<PAGE>
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option
Value Table
The following table summarizes the value at December 31, 1998, of all shares
subject to options granted to the named executive officers of the Company to the
extent not then exercised. No options were exercised during the Transition
Period or the year ending December 31, 1998, by any of the named executive
officers.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year at Fiscal Year End
---------------------- ------------------
Exercisable Unexercisable Exercisable Unexercisable
Name # # $ $
<S> <C> <C> <C> <C>
Rawles Fulgham 46,000 200,000 0 518,750
Graham L. Adelman 111,450 50,550 421,420 131,113
Juan M. Bravo 79,500 0 300,609 0
George W, Pasley 85,250 0 322,352 0
Jeanette H. Quay 5,783 44,217 21,867 114,688
J. L. Jackson 439,550 0 $0 $0
</TABLE>
The year end value of the Common Stock was $10.6875
17
<PAGE>
Retirement Plans
The estimated total annual retirement benefits payable at age 65 under pension
plans in which Messrs. Fulgham, Adelman, Bravo, Pasley, and Jackson and Ms. Quay
participate are set forth below. Retirement benefits will not become vested
until the completion of a five-year vesting period, as follows: Mr. Fulgham,
2003; Mr. Adelman, 2000; Mr. Bravo, 1999; Mr. Pasley, 2001; and Ms. Quay, 2001.
Mr. Jackson retired and began receiving pension benefits under the plan in 1998.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
----------------------------------------------------------------------------------
Remuneration
5 15 25 35
------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 150,000 $ 6,486 $ 20,624 $ 38,597 $ 56,568
200,000 13,986 44,291 82,263 120,235
400,000 28,986 91,625 169,597 247,569
600,000 43,986 138,958 256,930 374,902
800,000 58,986 186,291 344,263 502,235
1,000,000 73,986 233,625 431,597 629,569
1,200,000 88,986 280,958 518,930 756,902
</TABLE>
Less than 10% of the amounts shown in the "Salary" and "Bonus" columns of the
Summary Compensation Table for each of the named individuals is excluded in
determining benefits. Years of credited service for the named individuals are as
follows: Mr. Fulgham, .04 years; Mr. Adelman, 3.44 years; Mr. Bravo, 3.00 years;
Ms. Quay, 2.96 years; and Mr. Pasley, 2.33 years.
Benefits are computed as straight-life annuity amounts that may be paid in
various forms. Amounts shown in the pension plan table reflect a deduction for
estimated Social Security benefits and are not subject to further deduction for
Social Security or other offset amounts.
Employment and Termination Arrangements
On July 10, 1998, following Mr. Jackson's notification to the Board of his
desire to terminate his employment with the Company by retiring and to resign
his positions as Chairman of the Board, Chief Executive Officer, President and
Chief Operating Officer, the Company entered into an agreement with him which
provided, in part, that his termination as an employee would not occur until
October 13, 1998. Accordingly, through October 13, 1998, Mr. Jackson continued
to receive all compensation in the form of base pay and employee benefits to
which he was entitled on his resignation date. Mr. Jackson resigned from the
above listed positions on July 10, 1998, and retired on October 13, 1998.
18
<PAGE>
The Company has entered into change in control severance agreements with certain
executives of the Company. Generally, the form of severance agreement (the
"Severance Agreement") provides that if the Company terminates the executive's
employment under circumstances constituting a "Qualifying Termination" during a
specified period following a "Change in Control" of the Company (the "Period"),
the executive will be entitled to receive an amount in cash (the "Severance
Payment") equal to the result of multiplying a certain number (the "Multiplier")
by the executive's total annual compensation, which includes: (a) the highest
annual rate of base salary during the12-month period immediately prior to the
executive's date of termination and (b) an amount equal to the target bonus
opportunity of the executive for the fiscal year of the Company in which the
date of termination occurs or, if greater, in which a Change in Control occurs.
In addition, the Company will pay the executive a lump-sum payment in an amount
equal to the value of the additional benefits that would have been payable under
the Company's pension and retirement plans if the executive had continued in the
employ of the Company for the number of years equal to the Multiplier and had
been compensated at the rate of base salary and bonus in effect as of his date
of termination (assuming that the Company would have made the maximum
contributions permitted under any Company savings programs). The Company will
also continue to provide, for the number of years equal to the Multiplier, for
the executive and the executive's dependents the same level of medical, dental,
accident, disability and life insurance benefits to which the executive was
entitled immediately prior to the date of termination, or if more favorable,
prior to the Change in Control. A "Qualifying Termination" is defined as a
termination by the Company other than for Cause (as defined in the executive's
severance agreement) or a voluntary termination by the executive for Good Reason
(as defined in the executive's severance agreement). In the event that such
payments to the executives become subject to an excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended, the executives shall also
be entitled to receive a "gross up" payment in respect of the excise and any
income and excise taxes on such gross-up payment. The Severance Agreement also
provides for reimbursement by the Company of legal fees and related expenses
incurred by the executive in connection with the severance agreement (including
interest thereon) subject to a requirement that the executive repay such amounts
to the extent that a court issues a final and non-appealable order setting forth
the determination that the position taken by the executive was frivolous or
advanced in bad faith.
For purpose of the Severance Agreement, a "Change in Control" occurs (A) when
individuals who constituted the Board of Directors of the Company (the "Board")
as of the date of the applicable severance agreement (the "Incumbent Board") and
individuals whose election, or nomination for election by the shareholders of
the Company, was approved by a vote of at least two-thirds of the directors then
comprising the Incumbent Board (who shall after election be considered members
of the Incumbent Board unless such election occurs as a result of an actual or
threatened election contest or other actual or threatened solicitation of
proxies or consents by or on behalf of a person other than the Board) shall
cease to constitute a majority of the Board, (B) when an individual, entity or
group acquires beneficial ownership of 30% or more of the combined voting power
of the Company's then-outstanding securities eligible to vote for the election
of the Board (subject to certain exceptions), (C) upon the consummation of a
merger, consolidation or other similar transaction (subject to certain
exceptions), or (D) upon approval by the shareholders of the Company of a plan
of complete liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company.
19
<PAGE>
The Company has entered into severance agreements (in the general form of the
Severance Agreement) with each of Messrs. Fulgham, Adelman, Bravo, and two other
executive officers providing for a Period equal to 36 months, a Multiplier equal
to three (3), and an excise tax gross-up payment a described above. The Company
has also entered into severance agreements (in the general form of the Severance
Agreement) with each of Mr. Pasley, Ms. Quay, and two other executive officers
providing for a Period equal to 30 months, a Multiplier equal to two and one-
half (2.5), and an excise tax gross-up payment described above.
Pursuant to the Company's 1992 Stock Compensation Plan, as amended, in the case
of an impending merger, reorganization, or liquidation of the Company, or sale
of substantially all of its business or property, the Board may, at its
discretion and without shareholder approval, declare some or all outstanding
options to be immediately exercisable in full. Pursuant to the related forms of
stock option agreement, the vesting of options will accelerate in the event of a
change in control or if a tender offer is made by any "person" within the
meaning of Section 14(d) of the Securities Exchange Act of 1934, as amended, for
30% or more of the Common Stock, Accordingly, as a result of the WHX Offer, the
options granted pursuant to such agreements have become fully vested. The
change in control definition is the same as in the Severance Agreement (see
above), except that (a) the exception to the trigger for shareholder approval of
the merger is continuing shareholders owning 50% of the voting power of the
surviving corporation and (b) another exception to such trigger is a
governmental action or investigation seeking to prohibit or restrain the
consummation of a merger, in which case all unexercised options will remain
exercisable until the Company receives written notice of the action or
investigation. Such options shall become exercisable on the earlier of another
change in control event, the consummation of the merger, or the dismissal or
settlement of the action or investigation.
CERTAIN TRANSACTIONS
Ameri-Forge Corporation ("AFC"), a subsidiary of the Company, entered into a
Shareholder Agreement, Distribution Agreement, and Stock Consignment Agreement
with Linser Industrie Service GmbH ("LIS-Germany") effective March 1998, whereby
AFC acquired 25% of LIS-Germany and granted LIS-Germany certain rights to
distribute AFC products. In a separate transaction, AFC acquired a subsidiary
of Linser Industry Services, Inc. ("LIS-US") and rights to distribute LIS-
Germany products within the United States. Although Mr. Herbert Linser, an
executive officer of the Company, received no consideration from the above
transactions, his wife and children own 72% of LIS-Germany and 100% of LIS-US.
During the Transition Period, the Company paid LIS-Germany $0 and LIS-US
$39,986. During the 12 months ended December 31, 1998, the Company paid LIS-
Germany $854,341 and LIS-US $1,046,830.
PERFORMANCE GRAPH
The graph set forth below compares, for the period October 31, 1993, through
December 31, 1998, the cumulative total returns for Global's Common Stock, the
Standard & Poor's Small Cap 600 Index, a New Peer Group comprised of Cooper
Industries, Inc., Ingersoll-Rand Company, Minerals Technologies Inc., and
Oglebay Norton Company, and the Old Peer Group comprised of
20
<PAGE>
Cooper Industries, Inc., Harnischfeger Industries, Inc., Ingersoll-Rand Company,
Minerals Technologies Inc., and Oglebay Norton Company. As a result of strategic
decisions by the Company, two members of the Old Peer Group are no longer
appropriate: the Company (i) acquired A. P. Green Industries, Inc. in July 1998
and (ii) divested its surface mining equipment operations in August 1997,
thereby eliminating any similarities between the businesses of the Company and
Harnischfeger Industries, Inc. The graph assumes an investment on October 31,
1993, of $100 in each of the Company's Common Stock, the stocks comprising the
Standard & Poor's Small Cap 600 Index, and the common stocks of companies in the
New Peer Group and companies in the Old Peer Group, assuming that all paid
dividends were reinvested.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Cumulative Total Return
-----------------------
10/93 10/94 10/95 10/96 10/97 12/98
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. 100 99 136 148 135 85
NEW PEER GROUP 100 86 86 102 138 150
OLD PEER GROUP 100 87 90 109 141 138
S&P SMALLCAP 600 100 97 117 141 186 194
</TABLE>
The Stock Price Performance Graph above shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates such information by reference, and shall not otherwise
be deemed filed under such Acts.
2. MAXIMIZE VALUE PROPOSAL
-----------------------
Mr. Charles Miller, 23 Park Circle, Great Neck, New York, claiming ownership for
more than one year of Common Stock of the Company with a market value of at
least $2,000 and representing that he will continue to hold the same through the
date of the Annual Meeting, has submitted the following resolution for inclusion
in this Proxy Statement and stated his intention to have the same presented at
the Annual Meeting. The text of the proposal is as follows:
21
<PAGE>
MAXIMIZE VALUE RESOLUTION
Resolved that the shareholders of Global Industrial Technologies, Inc.
Corporation [sic] urge the Global Industrial Technologies, Inc. Board of
Directors to arrange for the prompt sale of Global Industrial Technologies, Inc.
to the highest bidder.
The purpose of the Maximize Value Resolution is to give all Global Industrial
Technologies, Inc. shareholders the opportunity to send a message to the Global
Industrial Technologies, Inc. Board that they support the prompt sale of Global
Industrial Technologies, Inc. to the highest bidder. Even if it is approved by
the majority of the Global Industrial Technologies, Inc. shares represented and
entitled to vote at the annual meeting, the Maximize Value Resolution will not
be binding on the Global Industrial Technologies, Inc. Board. The proponent
however believes that if this resolution receives substantial support from the
shareholders, the board may choose to carry out the request set forth in the
resolution:
The prompt auction of Global Industrial Technologies, Inc. should be
accomplished by any appropriate process the board chooses to adopt including a
sale to the highest bidder whether in cash, stock, or a combination of both. It
is expected that the board will uphold its fiduciary duties to the utmost during
the process.
The proponent further believes that if the resolution is adopted, the management
and the Board will interpret such adoption as a message from the company's
stockholders that it is no longer acceptable for the board to continue with its
current management plan and strategies.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION
---------------------------------------------
-----------------------------------------------------------------
RESPONSE OF THE BOARD OF DIRECTORS OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
YOUR BOARD OPPOSES THIS RESOLUTION AND
RECOMMENDS A VOTE "AGAINST" THE RESOLUTION.
The subject of shareholder value is considered often by the Board and management
of the Company. For several reasons, the Board strongly believes that
implementation of the resolution described above would not be in the best
interests of the shareholders of the Company and, contrary to the title of the
resolution, would not maximize value to the shareholders.
The Board, a majority of whose members are independent, takes seriously its
fiduciary obligation to act in the best interests of the Company and its various
constituencies, including its shareholders. Consistent with its fiduciary
duties and responsibilities to the shareholders, the Board continually reviews
and monitors the Company's business and progress, as well as developments in the
Company's industries. Accordingly, the Board is in the best and most informed
position to evaluate and consider all of the options that may be available to
the Company from time to time including if, when, and under what conditions a
sale of the Company
22
<PAGE>
should be considered.
The resolution calls for the prompt sale of the Company to the highest bidder
without regard to the relative merits of other alternatives or the results of
any process to explore that possibility. In the Board's opinion, the initiation
of an auction could create a "forced sale" atmosphere that could have the effect
of reducing the perceived value of the Company to a "fire sale" level, thus
forcing the Company to negotiate with bidders from a position of weakness.
As the Board regularly evaluates the strategic direction of the Company, it will
continue to consider all options for enhancing the value of the Company and will
pursue the course of action that it believes will best achieve that objective.
To that end, on March 29, 1999, the Board instructed management, with the
assistance of the Company's financial advisors, to explore and evaluate a
number of alternatives to generate shareholder value that may be greater than
that which the Company's business plan can create. Such alternatives could
include a possible merger or strategic combination. As the Company is committed
to exploring these alternatives, it does not believe that it is in the best
interests of shareholders to have the Company initiate a process that places the
Company in a position of weakness. Accordingly, the Board urges shareholders to
vote "AGAINST" the adoption of this shareholder proposal.
Management welcomes input from the Company's shareholders and will carefully
consider meaningful suggestions to increase or maximize shareholder value.
However, for the reasons set forth above, the Board unanimously urges a vote
against the foregoing proposal. Because the Board of Directors does not believe
that the shareholder proposal described above is in the best interests of all of
the shareholders of the Company, the Board vigorously opposes this shareholder
proposal.
The Board of Directors unanimously recommends that the shareholders vote
"AGAINST" the adoption of this shareholder proposal. This resolution is
precatory and non-binding on the Board, even if approved by shareholders.
Approval of this shareholder proposal requires the affirmative vote of the
holders of a majority of the shares of Common Stock represented and entitled to
be voted at the Annual Meeting. Unless otherwise directed, the persons named in
the enclosed proxy will vote the shares of Common Stock represented by all
proxies received prior to the Annual Meeting, and not properly revoked,
excluding broker non-votes, AGAINST this shareholder proposal.
-------
3. RULE 14a-8 DECLASSIFICATION PROPOSAL
-------------------------------------
Mr. William Steiner, 4 Radcliff Drive, Great Neck, New York, claiming ownership
for more than one year of Common Stock of the Company with a market value of at
least $2,000 and representing that he will continue to hold the same through the
date of the Annual Meeting, has submitted the following resolution for inclusion
in this proxy statement and stated his intention to have the same presented at
the Annual Meeting. The text of the proposal is as follows:
ELIMINATE CLASSIFIED BOARD OF DIRECTORS RESOLUTION
23
<PAGE>
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state law, to declassify
the Board of Directors so that all directors are elected annually, such
declassification to be effected in a manner that does not affect the unexpired
terms of directors previously elected."
SUPPORTING STATEMENT
The election of directors is the primary avenue for stockholders to influence
corporate governance policies and to hold management accountable for it's
implementation of those policies. I believe that the classification of the
Board of Directors, which results in only a portion of the Board being elected
annually, is not in the best interests of the Company and it's stockholders.
I believe that the Company's classified Board of Directors maintains the
incumbency of the current Board and therefore of current management, which in
turn limits management's accountability to stockholders.
The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an opportunity to
register their views on the performance of the Board collectively and each
director individually. I believe this is one of the best methods available to
stockholders to insure that the company will be managed in a manner that is in
the best interests of the stockholders.
I believe that concerns expressed by companies with classified boards that the
annual election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that stockholders vote to replace
all directors, this decision would express stockholder dissatisfaction with the
incumbent directors and reflect the need for change.
I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION
---------------------------------------------
24
<PAGE>
------------------------------------------------------------------
RESPONSE OF THE BOARD OF DIRECTORS OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
YOUR BOARD OPPOSES THIS RESOLUTION AND
RECOMMENDS A VOTE "AGAINST" THE RESOLUTION.
The Board of Directors has been divided into three classes since its spin-off
from Dresser Industries, Inc. in 1992. Under this system, each director serves
a three-year term, each class is as nearly equal as possible in size (subject to
resignations and retirement) and one of the three classes is elected each year.
This staggered election of directors is a common practice that has been adopted
by the shareholders of many major corporations. The Board is confident that the
election of directors by classes is in the best interest of the Company and its
shareholders and should not be changed for a number of reasons.
The Board believes that the election of directors by classes assures continuity
and stability in the management of the affairs of the Company, because, at any
given time, a majority of the Board generally will have had prior experience as
directors of the Company. This serves to provide solid knowledge of the
business and industry, long-term strategic planning, informed oversight of
corporate policies and orderly development of strategies and operations to
enhance shareholder value. This also permits a more orderly process for a
change in the composition of the Board and Company policies and strategies.
Moreover, the Board believes that directors elected for staggered terms are not
any less accountable or responsive to shareholders than they would be if elected
annually. The same standards of performance apply to all of the directors
regardless of the term of service. Further, the shareholders retain their
ability to replace incumbent directors or propose and elect alternative nominees
for the class of directors to be elected each year. Thus, the shareholders
continue to enjoy a significant opportunity to express their views regarding the
Board's performance and to influence the Board's composition.
The Board of Directors unanimously recommends that the shareholders vote
"AGAINST" the adoption of this shareholder proposal. This resolution is
precatory and non-binding on the Board, even if approved by shareholders.
Approval of this shareholder proposal requires the affirmative vote of the
holders of a majority of the shares of Common Stock represented and entitled to
be voted at the Annual Meeting. Unless otherwise directed, the persons named in
the enclosed proxy will vote the shares of Common Stock represented by all
proxies received prior to the Annual Meeting, and not properly revoked,
excluding broker non-votes, AGAINST this shareholder proposal.
-------
4. WHX DECLASSIFICATION PROPOSAL
-----------------------------
WHX has made a proposal to declassify the Board of Directors which is designed
to reach the same substantive result as the Rule 14a-8 Declassification Proposal
proposed by Mr. Steiner. For
25
<PAGE>
all of the same reasons set forth immediately above, your Board unanimously
recommends a vote "AGAINST" the WHX Declassification Proposal. This resolution
is precatory and non-binding on the Board, even if approved by shareholders.
Approval of this shareholder proposal requires the affirmative vote of the
holders of a majority of the shares of Common Stock represented and entitled to
be voted at the Annual Meeting. Unless otherwise directed, the persons named in
the enclosed proxy will vote the shares of Common Stock represented by all
proxies received prior to the Annual Meeting, and not properly revoked,
excluding broker non-votes, AGAINST this shareholder proposal.
-------
The text of the WHX Declassification Proposal is as follows:
"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 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."
AGAIN, YOUR BOARD OF DIRECTORS OPPOSES THIS RESOLUTION AND RECOMMENDS A VOTE
"AGAINST" THIS RESOLUTION
5. PROPOSAL TO ELIMINATE STOCKHOLDER RIGHTS PLAN
---------------------------------------------
WHX has submitted a proposal to eliminate the Company's Stockholder Rights Plan.
For the reasons set forth below the text of the proposal, your Board of
Directors recommends a vote "AGAINST" the WHX Rights Plan Proposal. The text of
the Rights Plan Proposal is as follows:
"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."
------------------------------------------------------------------------
RESPONSE OF THE BOARD OF DIRECTORS OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
YOUR BOARD OF DIRECTORS OPPOSES THIS RESOLUTION AND RECOMMENDS A VOTE "AGAINST"
THIS RESOLUTION
The Company's Stockholder Rights Plan (the "Rights Plan") is intended to protect
the interests of the Company and all shareholders. The Rights Plan is designed
to protect against attempts -- like
26
<PAGE>
the current attempt by WHX -- to acquire the Company for an inadequate price and
other abusive practices that do not treat all shareholders equally. Because the
federal securities laws do not require a shareholder vote on cash tender offers,
prior to the advent of rights plans it was commonplace for acquirors to
structure their acquisitions as coercive two-tiered takeover bids where
shareholders had little choice but to sell or risk receiving an even lower price
from the acquiror in the second step of the transaction. Such practices can, and
are often intended to, pressure shareholders into tendering their shares prior
to realizing the full value of such shares. Rights plans are intended to correct
this flaw by strengthening a company's (and therefore its shareholders')
negotiating power and allowing time for other bidders to surface. The Rights
Plan is currently serving this function in connection with the WHX Offer. By
keeping the Rights Plan in place, the Board is in a position to carry out the
course of action it announced on March 29, 1999--to explore alternatives to
generate shareholder value that may be greater than that which the Company's
business plan can create.
According to a study released by Georgeson & Company Inc. in November 1997,
shareholders of companies with rights plans received $13 billion in additional
takeover premiums during the five year period from 1992 to 1996 and shareholders
of companies without rights plans surrendered up to $14.5 billion in potential
value. The study also found that (i) premiums paid to target companies with
rights plans averaged 8% higher than premiums paid for target companies without
rights plans, (ii) the presence of a rights plan did not increase the likelihood
of the defeat of a hostile takeover bid, and (iii) rights plans did not reduce
the likelihood that a company would become a takeover target.
Under Delaware law, the Board has the responsibility to manage and direct the
Company's business and affairs, and the Board believes that the adoption of the
Rights Plan was a valid and proper exercise of that responsibility. The Board
is continuing to evaluate all alternatives to discharge its fiduciary duties in
connection with the WHX Offer, and believes that to redeem the Rights Plan at
this time would only serve to enhance WHX's ability to take control of your
Company while paying you an inadequate price.
Your Board unanimously recommends a vote "AGAINST" this proposal to eliminate
the Stockholder Rights Plan. This resolution is precatory and non-binding on the
Board, even if approved by shareholders. Approval of this shareholder proposal
requires the affirmative vote of the holders of a majority of the shares of
Common Stock represented and entitled to be voted at the Annual Meeting. Unless
otherwise directed, the persons named in the enclosed proxy will vote the shares
of Common Stock represented by all proxies received prior to the Annual Meeting,
and not properly revoked, excluding broker non-votes, AGAINST this shareholder
-------
proposal.
--------------------------------------------------
GIVEN THESE REASONS DISCUSSED ABOVE, YOUR BOARD OF DIRECTORS UNANIMOUSLY OPPOSES
ALL OF THE WHX PROPOSALS AND URGES YOU NOT TO SIGN THE BLUE PROXY CARDS SENT TO
YOU BY WHX.
EVEN IF YOU PREVIOUSLY SIGNED AND RETURNED WHX'S BLUE PROXY CARD, YOU HAVE EVERY
RIGHT TO CHANGE YOUR VOTE. WE URGE YOU TO
27
<PAGE>
SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD IN THE POSTAGE-PAID ENVELOPE
PROVIDED.
6. OTHER MATTERS
The Board of Directors is not aware of any other matter to be presented for
action at the Annual Meeting. However, if any other matter is properly
presented, the persons named in the enclosed form of proxy will vote upon it in
accordance with their judgment.
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission, each
member of the Board, certain executive officers and other employees of Global
and certain other persons may be deemed to be a "participant" in Global's
solicitation of proxies. The principal occupations and business addresses of
each participant are set forth in Schedule A. Information about the present
ownership of Global securities by directors and certain executive officers is
provided in this Proxy Statement.
INFORMATION ON INDEPENDENT ACCOUNTANTS
The Board of Directors has designated the firm of Pricewaterhouse Coopers LLP
("PwC") as independent accountants of the Company for the 1998 fiscal year. No
member of PwC or any of its associates has any financial interest in the
Company or its affiliates. A representative of PwC will be present at the Annual
Meeting to answer appropriate questions from the shareholders and will be
afforded an opportunity to make any statement on behalf of PwC.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors, and persons who beneficially own more than 10%
of a registered class of the Company's equity securities, to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than 10%
beneficial owners also are required by rules promulgated by the SEC to furnish
the Company with copies of all Section 16(a) forms they file. Based solely upon
a review of the copies of such forms furnished to the Company, the Company
believes that all filing requirements under Section 16(a) applicable to its
officers, directors and greater than 10% beneficial owners were complied with
during fiscal 1998, except that on January 7, 1999, Ms. Quay reported her
beneficial ownership of stock acquired on December 14, 1998; and on April 14,
1998, two executive officers reported beneficial stock ownership each acquired
on April 1, 1998.
EXPENSE OF SOLICITATION
28
<PAGE>
The cost of soliciting proxies will be borne by the Company. In addition, the
Company will reimburse brokers or other persons holding stock in their names or
in the names of their nominees for charges and expenses in forwarding proxies
and proxy material to beneficial owners. The Company has retained Morrow &
Company Inc., New York, New York, to assist in the solicitation at a cost of
$10,000, plus reasonable out-of-pocket expenses.
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
In order for a shareholder proposal to be included in the proxy and Proxy
Statement of the Company relating to an annual meeting of shareholders, a
shareholder proponent must comply with the requirements of Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended. A proposal
intended to be presented by a shareholder at the 2000 Annual Meeting must be
received by the Secretary of the Company at its principal executive offices not
later than December 14, 1999. If not received by such date, pursuant to the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended, a shareholder proposal shall not be considered for inclusion in the
Company's proxy statement and form of proxy relating to the Annual Meeting of
Shareholders which is currently scheduled for Wednesday, March 15, 2000.
The Restated Certificate of Incorporation of the Company sets forth the
procedure to be followed by a shareholder who wishes to bring certain business
before an annual meeting. Generally, only a shareholder of record entitled to
vote at the meeting may make a proposal and must do so by means of a written
notice setting forth, as to each matter proposed, a brief description of the
business desired to be brought before the meeting and the reasons therefor. The
notice must be directed to the Secretary of the Company and delivered to its
principal executives offices not less than 50 days prior to the meeting;
provided that in the event that less than 50 days notice is given to the
shareholder by the Company of the annual meeting, such notice by the shareholder
must be received not later than the close of business on the 10th day following
the day on which such notice of the date of the annual meeting was mailed by the
Company. Any material interest such shareholder has in any such matter, as well
as the shareholder's name and address as they appear in the Company's books and
the class and number of shares of capital stock of the Company owned by the
shareholder beneficially and of record, is also required to be stated. The
Chairman of the Annual Meeting shall determine whether, based upon the facts
presented, any business is properly brought before the meeting.
FINANCIAL STATEMENTS
Consolidated financial statements of the Company and its subsidiaries are
contained in the Company's Annual Report on Form 10-K for the Transition Period
and for the 12 months ended December 31, 1998, which is being delivered with
this Notice and Proxy Statement.
29
<PAGE>
SCHEDULE A
INFORMATION CONCERNING THE DIRECTORS AND CERTAIN EXECUTIVE
OFFICERS AND EMPLOYEES OF GLOBAL AND OTHER PARTICIPANTS
WHO MAY ALSO SOLICIT PROXIES
The following tables set forth the name, principal business address, and the
present office or other principal occupation or employment, and the name,
principal business, and the address of any corporation or other organization in
which such employment is carried on, of the Directors and certain executive
officers and employees of Global who may also solicit proxies from shareholders
of Global. Unless otherwise indicated, the principal occupation refers to such
person's position with Global and the business address is Global Industrial
Technologies, Inc., 2121 San Jacinto, Suite 2500, Dallas, Texas 75201.
DIRECTORS
Information with respect to the Company's Directors who are deemed participants
in the solicitation is set forth on pages 5 and 9 of this Proxy Statement.
EXECUTIVE OFFICERS, MANAGEMENT AND OTHER EMPLOYEES
The principal occupations of certain of the Company's executive officers and
certain other members of management who are deemed participants in the
solicitation are set forth below. The principal business address of each of such
persons is that of the Company.
Name Principal Occupation
---- --------------------
James Alleman Vice President -- Human Resources
Juan M. Bravo President -- Harbison-Walker Refractories, Inc.
George Pasley Vice Pesident -- Communications
Jeanette H. Quay Vice President -- General Counsel and Secretary
Donna Reeves Vice President -- Controller
Alfred L. Williams Senior Vice President and Chief Financial Officer
30
<PAGE>
INFORMATION REGARDING OWNERSHIP OF THE COMPANY'S SECURITIES BY PARTICIPANTS
No participant owns any Common Stock of record but not beneficially. The number
of shares of Common Stock held by Directors and certain executive officers is
set forth on page 9 of this Proxy Statement.
INFORMATION REGARDING TRANSACTIONS IN THE COMPANY'S SECURITIES BY PARTICIPANTS
The following table sets forth purchases and sales of Common Stock by the
participants listed below during the past two years. Unless otherwise indicated,
all transactions are in the public market.
Number of Shares Transaction
Name Acquired Date
- ---- ---------------- -----------
Juan M. Bravo 6,000 3/26/98
500 3/26/98
2,000 10/03/96
MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS
Except as described in this Schedule A or in the Proxy Statement, none of the
participants nor any of their respective affiliates or associates (together, the
"Participant Affiliates"), (1) directly or indirectly beneficially own any
shares of Common Stock or any securities of any subsidiary of the Company or (2)
has had any relationship with the Company in any capacity other than as a
shareholder, employee, officer, and Director. Furthermore, except as described
in this Schedule A or in the Proxy Statement, no Participant Affiliate is either
a party to any transaction or series of transactions since April 1, 1998, or has
knowledge of any currently proposed transaction or series of transactions, (1)
to which the Company or any of its subsidiaries was or is to be a party, (2) in
which the amount involved exceeds $60,000, and (3) in which any Participant
Affiliate had, or will have, a direct or indirect material interest.
Except for the employment agreements described in the Proxy Statement, no
Participant Affiliate has entered into any agreement or understanding with any
person respecting any future employment by the Company or its affiliates or any
future transactions to which the Company or any of its affiliates will or may be
a party. Except as described in this Schedule A or in the Proxy Statement,
there are no contracts, arrangements or understandings by any Participant
Affiliate within the past year with any person with respect to the Company's
securities.
31
<PAGE>
<TABLE>
<S> <C> <C>
Appendix A
[ LOGO ] YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" ITEM 1
FOR WITHOLD ABSTAIN
1. To elect Sheldon R. Erikson to serve as a Class I Director until the Annual Meeting of [ ] [ ] [ ]
of shareholders in 2002 or until his successor is elected or qualified.
YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "AGAINST" ITEMS 2, 3, 4, and 5
FOR AGAINST ABSTAIN
2. Shareholder proposal No. 2 calling for the prompt sale of the Company. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Shareholder proposal No. 3 calling for the declassification of the Board of Directors. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
4. Shareholder proposal No. 4 submitted by WHX calling for the declassification of [ ] [ ] [ ]
the Board of Directors. FOR AGAINST ABSTAIN
5. Shareholder proposal No. 5 submitted by WHX calling for the redemption of the [ ] [ ] [ ]
Company's Stockholder Rights Plan.
The proxies of the undersigned named above are authorized to vote, in their
discretion, upon such other matters as may properly come before the Annual
Meeting and any adjournment or postponements thereof.
Please sign exactly as name appears hereon. When stock is held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, sign in partnership name
by authorized person.
-----------------------------------------------------------
-----------------------------------------------------------
SIGNATURES
-----------------------------------------------------------
TITLE
-----------------------------------------------------------
DATE
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING, AND DATING
</TABLE>
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 May 28, 1999, at 10:00 a.m. at the Doubletree Warren
Place, 6110 South Yale Avenue, Tulsa, Oklahoma, or any adjournment or
postponement of the Annual Meeting, on the following matters:
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 ABOVE AND
"AGAINST" ITEMS 2,3,4 AND 5. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE
PROXY STATEMENT OF GLOBAL INDUSTRIAL TECHNOLOGIES, INC. DATED APRIL __, 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.
