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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. 2)
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. 2 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 (as so 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 8. Additional Information to be Furnished.
Item 8 is hereby amended and supplemented by deleting the last paragraph in
its entirety and adding in its place the following:
(d) There are currently two lawsuits pending against the Company, both
filed in the Chancery Court of Delaware on October 7, 1998, challenging certain
aspects of the Board's exercise of its fiduciary responsibilities, including the
decision by the Board to reduce the triggering threshold under the Rights
Agreement from 15% to 10%. One lawsuit was brought by Charles Miller and the
other lawsuit was brought by L.I.S.T., Inc. The actions have been consolidated
and both lawsuits seek relief that includes, among other things, (i) an order
that the individual defendants named in each lawsuit carry out their fiduciary
duties to plaintiff, (ii) a declaration that the amendment to the Rights
Agreement reducing the triggering threshold is null and void, (iii) an
accounting by the defendants, jointly and severally, to Global and/or plaintiff
for all damages suffered and to be suffered by them as a result of the wrongs
alleged in the complaints and (iv) an award to plaintiff of the costs and
disbursements of the lawsuit including reasonable attorney's fee and experts'
fees. The Company answered both complaints on January 4, 1999 and the actions
are currently in the discovery phase.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by deleting the last paragraph in
its entirety and adding in its place the following:
This document and the exhibits attached hereto may contain certain
statements that are not strictly historical and are considered forward-looking
statements. Although the Company believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give no
assurance that its expectations will be realized. Forward-looking statements
involve known and unknown risks which may cause the Company's actual results and
corporate developments to differ materially from those expected. Factors that
could cause
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results and developments to differ materially from the Company's expectations
include, without limitation, changes in manufacturing and shipment schedules,
delays in completing plant construction and acquisitions, currency exchange
rates, new product and technology developments, competition within each business
segment, cyclicity of the markets for the products of a major segment,
litigation, significant cost variances, the effects of acquisitions and
divestitures, and other risks described from time to time in the Company's
reports filed with the Securities and Exchange Commission including quarterly
reports on Form 10-Q, annual reports on Form 10-K and reports on Form 8-K. The
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
with respect to forward-looking statements are not available to statements made
in connection with a tender offer.
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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: January 27, 1999
