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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. 23)
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. 23 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission on December 23, 1998, and as subsequently
amended (the "Schedule 14D-9"), 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 7. Certain Negotiations and Transactions by the Subject Company.
Item 7, paragraph (a-b) is hereby supplemented and amended by adding the
following:
The Company announced on July 12, 1999 that it has signed a definitive
agreement under which an indirect wholly-owned subsidiary of RHI AG, a
corporation organized under the laws of Austria ("RHI"), will make a cash
tender offer to purchase all outstanding shares of Common Stock for $13 per
share. The tender offer will commence no later than Friday, July 16, 1999.
The completion of the tender offer is conditioned on at least a majority of
the outstanding shares of Common Stock having been tendered and not
withdrawn, RHI's obtaining definitive financing arrangements and regulatory
and other customary conditions. The definitive agreement also provides
that, following completion of the tender offer, the indirect wholly-owned
subsidiary of RHI will merge with and into the Company. When such merger
becomes effective, each outstanding share of the Company will be converted
into the right to receive $13 in cash and the Company will become a wholly-
owned subsidiary of RHI. The press release containing the announcement is
filed as Exhibit 36 hereto and is incorporated herein by reference.
Item 8. Additional Information to be Furnished.
Item 8(a) is hereby supplemented and amended by adding the following:
On July 9, 1999, the Company amended its Rights Agreement, dated as of
October 31, 1995, as amended (the "Rights Agreement"), between the Company
and The Bank of New York, a New York banking corporation (the "Rights
Agent"), by adoption of the Sixth Amendment to Rights Agreement, dated as
of July 9, 1999 (the "Sixth Amendment"). The Rights Agreement was filed by
the Company as an exhibit to Form 8-B on October 31, 1995. The capitalized
terms used but not defined herein shall have the meaning ascribed to such
terms in the Rights Agreement. The Sixth Amendment amends various
provisions of the Rights Agreement to provide, among
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other things, that (i) neither Parent nor Purchaser, nor any of their
affiliates or associates, shall be deemed to be an Acquiring Person as a
result of the transactions contemplated by the Merger Agreement being
approved or becoming effective, (ii) a Distribution Date shall not occur by
reason of the approval or execution of the Merger Agreement or the
consummation of the transactions contemplated by the Merger Agreement and
(iii) if the Merger Agreement is terminated for any reason in accordance
with its terms or otherwise, (a) the exclusion of Parent and Purchaser from
the designation as an Acquiring Person and (b) the preclusion of the
transactions contemplated by the Merger Agreement from causing the
occurrence of a Distribution Date shall cease to be effective as of the
date of such termination.
The foregoing description is qualified in its entirety by reference to
the Sixth Amendment which is attached as Exhibit 37 hereto and is
incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 36 -- Text of press release dated July 12, 1999.
Exhibit 37 -- Sixth Amendment to Rights Agreement, dated as of July 9,
1999, between the Company and the Rights Agent.
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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: July 12 , 1999
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Exhibit List
Exhibit 36 - - Text of press release dated July 12, 1999.
Exhibit 37 -- Sixth Amendment to Rights Agreement, dated as of July 9,
1999, between the Company and the Rights Agent.
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Exhibit 36
Contacts
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RHI AG Global Industrial Technologies, Inc.
Peter Hofmann George Pasley
(+43) (1) 50213-123 V.P. Communications
214-953-4510
RHI AG AND GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
ANNOUNCE DEFINITIVE AGREEMENT FOR
ACQUISITION OF GLOBAL FOR $13 CASH PER SHARE
VIENNA AND DALLAS, July 12, 1999 - RHI AG (Vienna Stock Exchange: RHI) and
Global Industrial Technologies, Inc. (NYSE: GIX) today announced the signing of
a definitive agreement under which a subsidiary of RHI AG will make a cash
tender offer to purchase all outstanding shares of Global for $13 per share, or
approximately $300 million, in cash. The total transaction value, including
Global's indebtedness, will be over $500 million. The definitive agreement has
been approved by the parties' boards of directors.
The tender offer will commence no later than Friday, July 16, 1999. The
completion of the tender offer is conditioned on at least a majority of the
outstanding Global shares having been tendered and not withdrawn, RHI's
obtaining arrangement of financing and regulatory and other customary
conditions.
The definitive agreement also provides that, following completion of the tender
offer, the RHI subsidiary will merge with and into Global. When the merger
becomes effective, each outstanding share of Global will be converted into the
right to receive $13 per share and Global will become a subsidiary of
RHI.
The Americas operations of RHI's refractories subsidiary, VRD
(Veitsch-Radex-Didier), are conducted by North American Refractories Company
(NARCO), a Cleveland-based subsidiary of RHI.
Dr. Georg Obermeir, RHI's Chairman, said, "The acquisition of Global will permit
us to operate more efficiently, thereby permitting us to better serve our
customers
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around the world. We are delighted that Global, including its Harbison-Walker
business, will be joining our group of companies."
Rawles Fulgham, Chairman and Chief Executive Officer of Global, stated,"We are
pleased the process Global's Board initiated in March to evaluate strategic
alternatives has achieved our goal of enhancing shareholder value. We are also
very pleased we will be combining Global with RHI, a very strong company highly
experienced in worldwide industrial manufacturing. Our customers will be well
served by this combination, and our employees will be part of a larger and more
diverse organization."
Global was advised by and received fairness opinions from Wasserstein Perella &
Co., Inc. and J. P. Morgan & Co., Inc. in connection with the transaction.
Deutsche Banc Alex. Brown and Jones, Day, Reavis & Pogue are RHI's financial and
legal advisors in the transaction.
RHI is a global operator in the refractories, engineering, insulating and
waterproofing sectors with over 10,000 employees at more than 50 locations
spanning all five continents. With VRD, RHI is the world market leader for
refractories and a vital partner to all industries whose activities require high
temperature production processes. RHI's customers include the steel, cement,
glass and nonferrous metal industries. In 1998 RHI reported earnings before tax
of (U.S.) $68.0 million on sales of (U.S.) $1.6 billion.
Global is a major manufacturer of technologically advanced industrial products
that support high-growth markets around the world. Products include modular
cells for refining nonferrous metals; premium refractories for lining heat-
containing industrial vessels such as steel furnaces; raw materials used to make
refractory products; processing and recycling equipment. For the first quarter
ended March 31, 1999, Global reported operating earnings from continuing
operations of $ 14.0 million on revenues of $141.8 million.
Forward-looking statements in this press release involve risks and uncertainties
that could cause actual results to differ from those contemplated. Factors
which could cause those differences include the terms and availability of
financing, actions by other persons, legal and regulatory requirements and other
factors.
# # #
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Exhibit 37
SIXTH AMENDMENT TO RIGHTS AGREEMENT
This Sixth Amendment (this "Amendment"), dated as of July 9, 1999, to
the Rights Agreement, dated as of October 31, 1995 and amended as of February
16, 1998, September 18, 1998, October 5, 1998, January 9, 1999 and June 6, 1999
(the "Rights Agreement"), between GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a
Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation (the "Rights Agent"); all capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Rights Agreement.
WHEREAS, on October 20, 1995, the Board of Directors of the Company
authorized the issuance of one Right for each share of Common Stock to be issued
on the Effective Date of the Merger; and
WHEREAS, Section 26 of the Rights Agreement provides that as long as
the Rights are redeemable, the Company may in its sole and absolute discretion,
and the Rights Agent shall if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any holders of the
Rights; and
WHEREAS, the Board of Directors of the Company has deemed it necessary
and desirable to amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Addition of New Section. A new Section 34 shall be added
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to the Rights Agreement, which shall read as follows:
Section 34. Exemption of a Specified Transaction. Solely for the
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purposes of the transactions contemplated by the Agreement and Plan of Merger,
dated as of July 9, 1999 (hereinafter referred to as the "Merger Agreement"),
among the Company, RHI AG, a corporation organized under the laws of Austria
("Parent") and Heat Acquisition Corp., a Delaware corporation ("Purchaser"), (i)
neither Parent nor Purchaser, nor any of their Affiliates or Associates, shall
become an Acquiring Person as a result of the transactions contemplated by the
Merger Agreement being approved or becoming effective and (ii) a Distribution
Date shall not occur by reason of the approval or execution of the Merger
Agreement or the consummation of the transactions contemplated by the Merger
Agreement.
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If the Merger Agreement is terminated for any reason in accordance with its
terms or otherwise, this Section 34 shall cease to be effective as of the date
of such termination.
Section 2. No Other Effect. The Rights Agreement shall not otherwise
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be supplemented or amended by virtue of this Amendment, but shall remain in full
force and effect, as amended hereby.
Section 3. Delaware Contract. This Amendment shall be deemed to be a
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contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed and enforced in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.
Section 4. Counterparts. This Amendment may be executed in any
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number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first above written.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ Jeanette H. Quay
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
THE BANK OF NEW YORK
RIGHTS AGENT
By: /s/ James Diminu
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Name: James Diminu
Title: Vice President
Attest: /s/ Steve Myers
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Name: Steve Myers
Title: Assistant Treasurer
