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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 4)
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
(Name of Subject Company)
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.25
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
379335 10 2
(CUSIP Number of Class of Securities)
Jeanette H. Quay, Esq.
Vice President,
General Counsel and Secretary
Global Industrial Technologies, Inc.
2121 San Jacinto Street, Suite 2500
Dallas, Texas 75201
(214) 953-4500
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of the person(s) filing statement)
Copy to:
James C. Morphy, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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This Amendment No. 4 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on December 23, 1998 by Global Industrial Technologies,
Inc., a Delaware corporation (the "Company"), relating to the offer by WHX
Corporation, a Delaware corporation, to purchase for cash through its wholly-
owned subsidiary, GT Acquisition Corp., a Delaware corporation, all of the
outstanding common shares, par value $0.25 per share, of the Company, together
with the Rights. Capitalized terms used but not defined herein have the meaning
ascribed to them in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 13 -- Text of February 23, 1999 letter to Global Industrial
Technologies, Inc. shareholders.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
- - By: /s/ Jeanette H. Quay
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
Dated: February 23, 1999
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Exhibit List
Exhibit 13 -- Text of February 23, 1999 letter to Global Industrial
Technologies shareholders.
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GLOBAL INDUSTRIAL TECHNOLOGIES Exhibit 13
Shareholders, Customers, Employees
February 23, 1999
Dear Shareholder:
I am writing to you about an urgent matter concerning the future of your
investment in Global Industrial Technologies.
You may have received, or will likely soon receive, a communication from WHX
Corporation attempting to solicit from you a proxy for the annual meeting of
shareholders of Global. Your Board of Directors strongly recommends that you not
return any proxy sent to you by WHX. This is just another step in an attempt by
WHX to gain control of your Company with their opportunistic, hostile attempt to
take over Global.
THERE IS ABSOLUTELY NO NEED FOR YOU TO TAKE ANY ACTION AT THIS TIME
You should be aware that the date for the 1999 annual meeting of Global has not
even been set. Once your Board of Directors has set the date for the annual
meeting you will be notified of the meeting date and be provided with a proxy
statement and annual report, as well as a proxy card from Global. Until that
time there is no need for you to take any action.
As you know, your Board of Directors has determined that the WHX offer is
inadequate and not in the best interests of the Company's shareholders.
Obviously, your fellow shareholders agree based on announcements made by WHX on
February 17, 1999, WHX's offer received tenders representing approximately 25%
of Global's outstanding shares.
Your Board believes that the WHX offer does not fully reflect the long-term
value of the Company.
DO NOT BE STAMPEDED BY WHX'S ATTEMPT TO SOLICIT YOUR VOTE
In order to make an informed decision, we urge you NOT to sign any proxy
solicited by WHX without first having received and considered the proxy material
your Board of Directors will send to you in the near future.
We have every confidence in our Company's future and wish to reaffirm our
determination that you, our shareholders, be given every opportunity to
participate fully in that future. Your Board of Directors and I greatly
appreciate your continued support and encouragement.
Very truly yours,
Rawles Fulgham
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
If you have any questions about this process or need further assistance, please
contact our proxy solicitor: Morrow & Co., Inc. at (800) 566-9061 (toll-free).
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Global Industrial Technologies, Inc. (the ``Company'') and certain other persons
named below may be deemed to be participants in the solicitations of proxies
against the proposals of WHX Corporation. The participants in this solicitation
may include (i) the directors of the Company: David H. Blake, Richard W. Vieser,
Samuel B. Casey, Jr, Rawles Fulgham and Graham L. Adelman and (ii) the following
executive officers and employees of the Company: Rawles Fulgham (Chairman and
Chief Executive Officer), Graham L. Adelman (President and Chief Operating
Officer), Alfred L. Williams (Senior Vice President and Chief Financial
Officer), Donna Reeves (Vice President and Controller), Jeanette H. Quay (Vice
President, General Counsel and Secretary), James Alleman (Vice President--Human
Resources), and George Pasley (Vice President--Communications). As of the date
of this communication, none of the foregoing participants individually
beneficially own in excess of .1% of the Company's common stock or in the
aggregate in excess of 2% of the Company's common stock.
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