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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:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Global Industrial Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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[_] Fee paid previously with preliminary materials.
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was paid previously. Identify the previous filing by registration statement
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Notes:
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[GIX LOGO APPEARS HERE]
June 10, 1999
Dear Fellow Shareholders:
On Monday, June 7, Global Industrial Technologies, Inc. made two very
important announcements in connection with your Board of Directors' efforts to
build and enhance shareholder value:
. First, Global agreed to extend exclusive negotiations until July 12, 1999
with respect to a possible sale of the Company with the same third party
with which it had previously entered into an exclusivity agreement on May
20, 1999. In return for this extension, Global will be paid a fee of $5
million if the third party does not enter into a definitive agreement to
acquire Global at a price of not less than $13.00 per share by July 12 for
any reason other than the Board of Directors of Global determining, prior to
July 12, that another acquisition proposal, if consummated, would result in
a more favorable transaction to Global's stockholders.
. Second, we announced that the polls will be kept open for voting on
proposals presented at the Annual Meeting until 10:30 a.m. (Dallas time) on
June 17, 1999, to give you a sufficient period of time to weigh this new
information before casting your final vote.
YOU NOW HAVE ADDITIONAL TIME TO CONSIDER ALL THE FACTS
PLEASE VOTE THE WHITE PROXY
WHX Corporation would like you to believe that our extension of the voting
deadline somehow "deprives" shareholders of your rights and abilities to
express your views to Global. In fact, the opposite is true: all Global
shareholders have every option available to them that they have always had, and
a reasonable amount of additional time to consider all proposals presented.
WHX -- STILL THE WRONG TIME AND THE WRONG NOMINEE
WHX and its nominee for the Global Board, Mr. Ronald LaBow, have only one
goal: to complete a takeover of Global at the lowest price possible. To elect
Mr. LaBow to the Global Board at this time could disrupt our existing
negotiations for a sale of the Company at a price of not less than $13.00 per
share -- a price in excess of the $11.50 per share price offered by WHX and
rejected by your Board.
Global's nominee, Sheldon R. Erikson, who has extensive merger and
acquisition experience, has led Cooper Cameron Corporation (NYSE: CAM) to a
260% increase in stockholder value over the last four years and your Board
believes Mr. Erikson's experience will prove invaluable during this period.
Your vote is important. Please mark, sign, date and return the WHITE proxy
card TODAY, even if you have already done so.
Thank you for your continued support.
Sincerely,
/S/ RAWLES FULGHAM
Rawles Fulgham
Chairman and Chief Executive Officer
