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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. 6)
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. 6 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 7. Certain Negotiations and Transactions by the Subject Company.
Item No. 7 is hereby amended by adding the following:
On March 2, 1999, the Company entered into an exclusivity agreement
granting exclusivity to a prospective purchaser relating to the
possible sale of APG Lime Corp., an indirect wholly owned subsidiary
of the Company. The agreement also provides the prospective purchaser
with a right to match an acquisition proposal made by any third party
prior to April 12, 1999.
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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: March 2, 1999
