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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Rule 14a-11(c) or Rule 14a-12
GLOBAL INDUSTRIAL TECHNOLOGIES,INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Dear Fellow Shareholder:
Your Board of Directors has been engaged in a two-fold process of improving
operating performance and negotiating with third parties concerning a possible
sale or merger, with the single goal of enhancing the value of your investment.
As part of this process, your Board currently is in exclusive negotiations with
a third party.
On May 21, WHX revised its offer price from $10.50 per share, which your
Board has previously rejected, to $11.50 per share. After carefully considering
WHX's revised offer -- including taking into account our current negotiations
and the advice of Global's financial advisors, J.P. Morgan & Co. and Wasserstein
Perella & Co., Inc. -- your Board concluded that WHX's revised offer is
inadequate and is not in your best interests. Accordingly, on behalf of your
Board, I urge you to reject WHX Corporation's revised tender offer and not
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tender any Global shares to WHX.
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WHX made its revised offer only days before the scheduled annual meeting
date giving shareholders very little time to consider new developments. In light
of this recent event and the fact that Global may be engaged in exclusive
negotiations through the scheduled annual meeting date, the Board has determined
that it is in the best interests of Global and Global's shareholders to postpone
the annual meeting until June 7, 1999.
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Supplement to Notice of Annual Meeting of Shareholders
The Notice of Meeting dated April 16, 1999 regarding the Annual Meeting
of Shareholders is hereby supplemented to provide that such meeting will be
held at the Adams Mark Hotel, 100 E. 2nd Street, Tulsa, Oklahoma, on Monday,
June 7, 1999, at 10:00 a.m. The record date has not changed and accordingly
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.
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PLEASE VOTE THE WHITE PROXY CARD
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AND DO NOT SIGN ANY BLUE PROXY CARD
It is important that you vote the WHITE proxy card in advance of the June
7, 1999, annual meeting. Your Board believes that WHX's nominee, WHX Chairman
Ronald LaBow, has a conflict of interest. It is his declared interest to
acquire Global for WHX, and it his duty to WHX shareholders to do so at the
lowest price possible. Your Board believes that it is not in the best interests
of the Company or its shareholders to have an interested bidder on Global's
board at a time when it is likely to be engaged in a process involving the
possible sale or merger of the Company. Having Mr. LaBow as a Board member
could disrupt our existing negotiations, deter potential bidders from entering
negotiations, and slow our efforts to improve operating performance.
Your vote is important. Please vote your WHITE proxy card today and return
it in the enclosed pre-paid envelope.
Thank you for your continued support.
Sincerely,
Rawles Fulgham
Chairman and Chief Executive Officer
