GLOBAL INDUSTRIAL TECHNOLOGIES INC, DEF 14A, 1999-04-16

GLOBAL INDUSTRIAL TECHNOLOGIES INC
DEF 14A, 1999-04-16
ABRASIVE, ASBESTOS & MISC NONMETALLIC MINERAL PRODS

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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))

[X] Definitive Proxy Statement

[_] 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:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

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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 postponement
or adjournment 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 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,
/s/ JEANETTE H. QUAY
Jeanette H. Quay
Vice President--General Counsel and
Secretary

Dallas, Texas
April 16, 1999
<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 16, 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 22,295,629 shares of common stock, par
value $0.25 (the "Common Stock"), outstanding and entitled to vote at the
meeting. 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.

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.

----------------

2
<PAGE>

In August 1998 the Board of Directors of the Company adopted a change of its
fiscal period from October 31 to the 12 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").

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
---------- ----------------------- --------
<C> <S> <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 Limited; Layne Christensen
Company.

Continuing Directors--Term Expiring 2000

Rawles Fulgham (71)...... Chairman of the Board and Chief Executive 1992
Officer, Global Industrial Technologies,
Inc., since 1998; Senior Advisor,
Merrill Lynch & 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.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
Year
Business Experience First
During Past 5 Years and Elected
Name (Age) Other Information Director
---------- ----------------------- --------

<C> <S> <C>
Graham L. Adelman (49).. President and Chief Operating Officer, 1998
Global Industrial 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, 1992
University of California, 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 1992
Executive Officer, FL 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, Inc.; International Wire
Holding Company; Sybron International
Corporation; Viasystems Group 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 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.

4
<PAGE>

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 accountant 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 the 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 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 8,
1998, was $10.375.

5
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of April 12, 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>
Number of
Name and Address of Shares of Percent
Beneficial Owner Common Stock Owned of Class
------------------- ------------------ --------
<S> <C> <C>
WHX Corporation.................................... 2,173,800(1) 9.749
Wheeling-Pittsburgh Capital Corp.
110 East 59th Street
New York, New York 10022

Franklin Resources................................. 1,715,900(2) 7.696
One Parker Plaza
Ft. Lee, New Jersey 07724
</TABLE>
- --------
(1) Based upon an amendment dated October 5, 1998, to Schedule 13D filed with
the Securities and Exchange Commission.
(2) 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 11, 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".

6
<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, comprised solely of outside
directors, 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 analyses 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 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.

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

7
<PAGE>

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 United States
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 annually determines 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.

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.

8
<PAGE>

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 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 Original
Number Option Term
of Securities Market Remaining
Underlying Price of Stock Exercise Price at Date of
Options/SAR's at Time of at Time of Repricing or
Repriced or Repricing or Repricing or New Amendment
Name Date Amended(#)(1) Amendment(2) Amendment(3) Exercise Price (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 reissued 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.

9
<PAGE>

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
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:

Richard 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.

10
<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>
Long Term
Annual Compensation Compensation
--------------------------------- ------------
Securities
Other Annual Underlying All Other
Name and Principal Salary Bonus Compensation Options/ Compensation
Position Year ($)(1) ($) ($)(2) SAR's (#) ($)(3)
------------------ ---- -------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Rawles Fulgham.......... 1998 $221,310(4) $ 0 $ 0 200,000 $ 0
Chairman of the Board
and Chief 1997 -- -- -- -- --
Executive Officer 1996 -- -- -- -- --

Graham L. Adelman....... 1998 252,468 0 0 162,000 3,750
President and Chief
Operating 1997 220,834 20,000 6,665 9,400 3,625
Officer And Director 1996 200,000 82,400 29,333 13,500 5,603

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
Refractories, Inc. 1996 235,000 160,000 53,023 24,000 10,380

George W. Pasley........ 1998 180,000 0 0 85,250 2,363
Vice President--
Communications 1997 160,000 15,000 5,002 5,500 0
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
Counsel 1997 130,000 16,351 4,998 0 2,940
and Secretary 1996 102,315 30,000 10,569 0 1,710

J. L. Jackson........... 1998 477,724 0 0 200,000 10,656
Retired Chairman and
Chief 1997 550,000 0 0 25,000 1,917
Executive Officer,
President and 1996 550,000 350,000 56,349 34,250 20,967
Chief 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 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.

11
<PAGE>

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>
Potential
Realizable Value at
Number of Percent of Total Assumed Annual Rate of
Securities Options/SARs Stock Price Appreciation
Underlying Granted to Exercise or for Option Term(2)
Options/SARs Employees in Base Price Expiration -------------------------
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.

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 12 months 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

12
<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.

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 the 12-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

13
<PAGE>

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 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.

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 as 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.

14
<PAGE>

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.

15
<PAGE>

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 SmallCap 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 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 SmallCap 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.

COMPARISON OF 62 MONTH CUMULATIVE TOTAL RETURN*
AMONG GLOBAL INDUSTRIAL TECHNOLOGIES, INC.,
THE S & P SMALLCAP 600 INDEX,
A NEW PEER GROUP, AND AN OLD PEER GROUP

[PERFORMANCE GRAPH APPEARS HERE]

*$100 invested on 10/31/93 in stock or index, including reinvestment of
dividends.
<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>

16
<PAGE>

The 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:

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 should
be considered.

17
<PAGE>

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 the type of auction process called for by the
shareholder proposal would 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

"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."

SHAREHOLDER 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.

18
<PAGE>

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

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.

19
<PAGE>

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 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 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. In addition, bidders can
use other takeover tactics seeking to acquire control of a target company
through a tender offer or otherwise, without offering to pay a price that
the board of directors believes represents a full and fair price for the
company. When an unsolicited tender offer is used to acquire control, the
tender offer can, and is 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

20
<PAGE>

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 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.

21
<PAGE>

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

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 executive 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

22
<PAGE>

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.

23
<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 Street, 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 3 and 6 of this Proxy
Statement. The name, business, and address of the other participants'
organization of employment are as follows:

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.

<TABLE>
<CAPTION>
Name Principal Occupation
---- --------------------
<C> <S>
James B. Alleman.......... Vice President--Human Resources
Juan M. Bravo............. President--Harbison-Walker Refractories, Inc.
George W. Pasley.......... Vice President--Communications
Jeanette H. Quay.......... Vice President--General Counsel and Secretary
Donna A. Reeves........... Vice President--Controller
Alfred L. Williams........ Senior Vice President and Chief Financial
Officer
</TABLE>

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 6 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.

<TABLE>
<CAPTION>
Number of Shares
Name Acquired (Sold) Transaction Date
---- ---------------- ----------------
<S> <C> <C>
Juan M. Bravo............................ 6,000 3/26/98
500 3/26/98
2,000 10/03/96
</TABLE>

24
<PAGE>

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.

25
<PAGE>

[LOGO]
Global Industrial Technologies
Shareholders, Customers, Employees

April 16, 1999

Dear Fellow Global Industrial Shareholders:

It is my pleasure and privilege to bring you this review of what I consider to
be one of Global's most compelling and challenging years of growth and change.
Strategically, it was also a very important year; and Global is stronger, more
focused, and better positioned because of measures recently implemented to take
full advantage of opportunities inherent in our strategy.

We are confident that the many important steps we have taken have positioned
your Company for substantially improved operating and bottom-line results in
1999. We are well on our way to realizing our goal of profitability during the
first half of 1999. In fact, we recently reported a profit of $0.15 per share
from continuing operations for the first quarter of this year.

We have determined that to build and enhance shareholder value, we should focus
on our core refractories business and have done so by:

. Selling non-core businesses, including the sale of APG Lime Corp. for
approximately $130 million and initiation of a sale process for Ameri-
Forge Corporation;

. Acquiring five refractories businesses, including A. P. Green
Industries, Inc., thereby giving Global a substantially increased and
improved market position in North America and elsewhere;

. Initiating and substantially completing a significant restructuring and
integration of our refractories operations; and

. Employing a management team with extensive knowledge of Global's
operations, in order that the Board's strategic plan is implemented as
quickly as possible.

These actions are expected to produce improved margins and lower interest
expenses, which in turn will mean sharply improved financial results in 1999.
Annual synergies and cost savings of approximately $30 million have been
realized to date as a result of the A. P. Green transaction alone. Additional
synergies are expected to be attained during the remainder of 1999.

While we believe that we will be able to fulfill our commitment to enhance
shareholder value by achieving stronger results this year, we are also asking
our financial advisors to help us explore and evaluate a number of alternatives
to generate shareholder value greater than that which our business plan may
create. Such alternatives could include a possible merger or other strategic
combination. We will proceed with this review carefully and expeditiously.

As you know, WHX Corporation has made a hostile tender offer to acquire Global.
Your Board has unanimously determined that the WHX offer is inadequate, and
shareholders should not tender their shares of Global stock to WHX. WHX is
seeking to buy the Company as cheaply as possible for the benefit of WHX's
shareholders. As Global 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 "bidder" on the Board of Directors.
Accordingly, the Board urges shareholders to vote "FOR" Sheldon R. Erikson, its
nominee, in order to provide the Board with an adequate opportunity to evaluate
the alternatives available to Global.

In addition, we are asking you to vote "AGAINST" WHX and the other shareholder
proposals described in the accompanying proxy statement.

On behalf of the Board of Directors, I thank you for your investment in and
support of Global.

Sincerely,

/s/ RAWLES FULGHAM

Rawles Fulgham
Chairman and Chief Executive Officer
<PAGE>

<TABLE>
<S> <C> <C>
Appendix A
[LOGO]

YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" ITEM 1
FOR WITHOLD
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 calling for the prompt sale of the Company. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Shareholder proposal calling for the declassification of the Board of Directors. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
4. Shareholder proposal submitted by WHX calling for the declassification of [ ] [ ] [ ]
the Board of Directors. FOR AGAINST ABSTAIN
5. Shareholder proposal 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 postponement 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 16, 1999,
SOLICITING PROXIES FOR THE ANNUAL MEETING.

All previous proxies given by the undersigned to vote at the Annual meeting or
at any adjournment or postponement thereof are hereby revoked.

[LOGO OF GLOBAL INDUSTRIAL APPEARS HERE]

YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.

MARK, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.