GLOBAL INDUSTRIAL TECHNOLOGIES INC
8-K, 1999-05-26
ABRASIVE, ASBESTOS & MISC NONMETALLIC MINERAL PRODS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                                   FORM 8-K

                                CURRENT REPORT


                    PURSUANT TO SECTION 13 OR 15(d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

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


                       Date of Report (Date of earliest
                         event reported) May 25, 1999



                       Global Industrial Technologies, Inc.
        ---------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)



    Delaware                         1-11160                   75-2617871
 --------------              ----------------------      ---------------------
   (State of                (Commission File Number)          (IRS Employer
 incorporation)                                            Identification No.)



2121 San Jacinto, Suite 2500, Dallas, Texas                     75201
- - -------------------------------------------                   ---------
 (Address of principal executive offices)                    (Zip Code)


                                (214) 953-4500
                        -------------------------------
                        (Registrant's telephone number,
                             including area code)

                                Not Applicable
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>

Item 5.   Other Events.
          ------------

          The Board of Directors of Global Industrial Technologies, Inc.
("Global") amended Global's bylaws (the "By-Laws") on May 25, 1999 (the "By-Law
Amendment").  The By-Law Amendment modifies Article II by amending and restating
Section 1 thereof.  The foregoing description is qualified in its entirety by
reference to the By-Law Amendment, which is attached as an exhibit hereto and is
incorporated herein by reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.

Exhibit No.  Description
- - -----------  -----------

     99      Amendment to the Company's By-Laws, dated May 25, 1999.
<PAGE>

                              SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                    GLOBAL INDUSTRIAL TECHNOLOGIES, INC.



                         By  /s/ Jeanette H. Quay
                            ------------------------------
                            Name: Jeanette H. Quay
                            Title: Vice President, General
                               Counsel and Secretary


Date: May 26, 1999

<PAGE>

                                                                      EXHIBIT 99



                     GLOBAL INDUSTRIAL TECHNOLOGIES, INC.


                           AMENDMENT TO THE BY-LAWS

                       Adopted by the Board of Directors
                                on May 25, 1999



          Section 1 of Article II of the By-Laws shall be deleted and replaced
in its entirety with the following:

Section 1.     Annual Meeting of Shareholders.
- - ----------     -------------------------------

     The Annual Meeting of Shareholders of the Company shall be held at the
principal office of the Company, Dallas, Texas, or at such other place within or
without the State of Texas at such time and on such date as the Directors may
determine. The Directors shall be elected at the Annual Meeting and such other
business transacted as may properly be brought before the meeting.

     IN WITNESS WHEREOF, this Amendment to the By-Laws is hereby certified as
duly adopted by the Board of Directors.

                                    ___________________________________________
                                    Name:  Rawles Fulgham
                                    Title: Chief Executive Officer and Chairman
                                    of the Board


     Attest:

     ________________________
     Name:   Jeanette H. Quay
     Title:  Vice-President, General Counsel and Secretary


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