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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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))
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[ ] Definitive proxy statement
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[X] Definitive additional materials
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[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
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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:
________________________________________________________________________________
(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:
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EXHIBIT 23
[GIX Logo]
April 29, 1999
Dear Fellow Shareholder:
On Friday, May 28, 1999, Global Industrial Technologies will hold its Annual
Meeting. On behalf of your Board of Directors, I ask that you sign and return
the enclosed WHITE proxy card even if you have already done so, as your vote is
particularly important this year.
YOUR BOARD IS COMMITTED TO YOUR INTERESTS
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PLEASE VOTE YOUR WHITE PROXY CARD TODAY
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Your Board's overriding objective is to build and enhance shareholder value.
Several recent steps we have taken demonstrate that we are committed to
fulfilling this objective, and we take our commitment seriously:
. Global earned a profit on continuing operations for the first quarter, and
we expect growing sales and operating earnings over the rest of the year;
and
. On April 21, 1999, we announced that we had entered into negotiations with
third parties with respect to a possible transaction that could involve a
merger of your Company.
DO NOT RISK DISRUPTING NEGOTIATIONS BY ELECTING
A BIDDER WHX -- TO THE BOARD
VOTE AGAINST WHX AND THEIR SHAREHOLDER PROPOSALS AND
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DO NOT TENDER YOUR SHARES
While your Board is negotiating with third parties to pursue the best
possible alternative for Global shareholders, WHX Corporation continues to
persist in its hostile tender offer to acquire the Company at $10.50 per share.
This is a price that your Board has unanimously determined is inadequate from a
financial point of view.
WHX also wants for you to elect its chairman, Ronald LaBow, to the Global
Board and for you to pass certain proposals that it has submitted. We believe
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it is clearly not in your best interests to do either.
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Specifically, your Board has grave concerns about having Mr. LaBow, a
director and chairman of a potential buyer, on the Global Board while the Board
is conducting negotiations with other third parties. We believe that having an
"inside bidder" on the
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Company's Board would be disruptive and harmful to any negotiations Global is
having and may have in the future. Having Mr. LaBow on your Board could
adversely affect the Company's ability to identify the most financially
attractive alternative for you.
WHX - A CONFLICT OF INTEREST
In addition, your Board has very fundamental concerns about any nominee who
has an irreconcilable conflict of interest. As a director of WHX, Mr. LaBow has
a fiduciary duty to WHX and its shareholders. This fiduciary duty would require
----
Mr. LaBow to attempt to acquire Global for the cheapest price possible. This
would put him in conflict with the fiduciary obligation he would owe to you as a
Global director - - a duty that would require him to attempt to secure the
highest possible price in any sale or merger of Global.
The bottom line is you can't serve two masters. That makes Mr. LaBow
unacceptable as a Global director.
MOVING FORWARD - IMPROVED OPERATING RESULTS
In addition to conducting negotiations with third parties concerning a
possible transaction, we are continuing to pursue and implement our own business
plan. While the present environment has been extremely challenging, we believe
that measures we have recently enacted to focus on our core refractories
business have positioned Global for substantially improved results in 1999. As
evidence of this, we earned a profit of $.15 per share for continuing operations
in our recently ended first quarter, and we remain optimistic about our ability
to generate improved operating results throughout the year.
YOUR BOARD CONSIDERING ALL ALTERNATIVES FOR YOUR BENEFIT
By improving operating performance and negotiating with third parties for a
---
possible sale or merger of your company at a price that is superior to the one
that WHX is offering, your Board is demonstrating its commitment to your
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interests.
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Your vote is important to ensure that Global has an experienced, harmonious
and independent board that continues to act in your best interests to enhance
shareholder value. Please vote your WHITE proxy card today and return it in the
enclosed postage-paid envelope.
Thank you for your continued support.
Sincerely,
Rawles Fulgham
Chairman and Chief Executive Officer
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Sign, Date and Return
the WHITE Proxy Card Today.
If you have any questions on how to vote your shares, please call our proxy
