<PAGE>
================================================================================
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. 15)
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
================================================================================
<PAGE>
This Amendment No. 15 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 24 -- Text of Shareholder letter dated May 19, 1999 and proxy
card.
Exhibit 25 -- Text of supplemental Shareholder letter
<PAGE>
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
----------------------------------------------
Name: Jeanette H. Quay
Title: Vice President, General Counsel and
Secretary
Dated: May 19, 1999
<PAGE>
Exhibit List
Exhibit 24 -- Text of Shareholder letter dated May 19, 1999 and proxy
card.
Exhibit 25 -- Text of supplemental Shareholder letter
<PAGE>
[LOGO OF GLOBAL INDUSTRIAL EXHIBIT 24
APPEARS HERE]
May 19, 1999
Dear Fellow Shareholders:
TIME IS SHORT
The Annual Meeting of Global Industrial Technologies is only a few days away.
Your vote is critical in enabling the board to continue to build and enhance
shareholder value.
PLEASE VOTE YOUR WHITE PROXY CARD TODAY
-----
YOUR BOARD IS WORKING IN YOUR INTERESTS
---- ----
By improving operating performance and negotiating for a possible sale or
merger of your company, your board is demonstrating its commitment to your
interests.
WHX -- WRONG ON THE FACTS
Ronald LaBow, Chairman of WHX, claimed in his most recent letter to you that
Global had refused to "negotiate with WHX". The fact is that on several
occasions since your board made the decision to explore strategic alternatives,
Global's financial advisors, at the direction of the Company, spoke with Mr.
LaBow and expressly invited him to make a new offer. Indeed, Global has provided
confidential information to Mr. LaBow to enable him to make a new and improved
bid. Nonetheless, Mr. LaBow has failed to come forward with a new proposal.
WHX -- THE WRONG TIME AND THE WRONG NOMINEE
Now is NOT the time to add a dissident nominee to the board, and WHX's nominee
- -- Mr. LaBow -- is NOT the director Global needs.
Your Board of Directors is in discussions with respect to a possible
transaction that could involve a merger of the Company; Mr. LaBow has a declared
interest in acquiring Global for WHX, and a duty to WHX shareholders to do so at
the lowest price possible. Having an interested bidder on Global's board could
disrupt our existing negotiations, deter potential bidders from entering
negotiations, and slow our efforts to improve operating performance.
THE WHITE PROXY CARD IS THE RIGHT CHOICE
----- -----
By contrast, Sheldon R. Erikson, Global's nominee for director has a strong
record of enhancing the value of companies and a long record of experience as an
operator of businesses. Under Mr. Erikson's leadership, Cooper Cameron
Corporation has increased in market value by approximately 260% since its stock
began trading publicly in July 1995.
<PAGE>
PLEASE DO NOT SIGN ANY BLUE PROXY CARD
---
Your board believes strongly that Global will benefit from the judgment and
counsel Mr. Erikson offers as we move forward in our efforts to enhance
shareholder value through our strategic plan.
Your vote is important. Please vote your WHITE proxy card today and return it
in the enclosed pre-paid envelope.
Thank you for your continued support.
Sincerely,
/s/ RAWLES FULGHAM
--------------------------------------------
Rawles Fulgham
Chairman and Chief Executive Officer
SIGN, DATE AND RETURN
THE WHITE PROXY CARD TODAY.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR PROXY
SOLICITOR: MORROW & CO., INC. AT (800) 662-5200.
<PAGE>
<TABLE>
<S> <C> <C>
Appendix A
[LOGO]
YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "FOR" ITEM 1
FOR WITHOLD
1. To elect Sheldon R. Erikson to serve as a Class I Director until the Annual Meeting of [ ] [ ]
of shareholders in 2002 or until his successor is elected or qualified.
YOUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE "AGAINST" ITEMS 2, 3, 4, and 5
FOR AGAINST ABSTAIN
2. Shareholder proposal calling for the prompt sale of the Company. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Shareholder proposal calling for the declassification of the Board of Directors. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
4. Shareholder proposal submitted by WHX calling for the declassification of [ ] [ ] [ ]
the Board of Directors. FOR AGAINST ABSTAIN
5. Shareholder proposal submitted by WHX calling for the redemption of the [ ] [ ] [ ]
Company's Stockholder Rights Plan.
The proxies of the undersigned named above are authorized to vote, in their
discretion, upon such other matters as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
Please sign exactly as name appears hereon. When stock is held by joint
tenants, both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such.
If a corporation, sign in full corporate name by president or other
authorized officer. If a partnership, sign in partnership name
by authorized person.
-----------------------------------------------------------
-----------------------------------------------------------
SIGNATURES
-----------------------------------------------------------
TITLE
-----------------------------------------------------------
DATE
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING, AND DATING
</TABLE>
PROXY
THIS PROXY IS SOLICITED BY
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
The undersigned hereby appoints Rawles Fulgham, Graham L. Adelman, Jeanette H.
Quay, and each of them, with full power of substitution, the proxies of the
undersigned, to vote all of the outstanding common stock, par value $.25 per
share ("Common Stock"), of Global Industrial Technologies, Inc. that the
undersigned is entitled to vote at the Annual Meeting of shareholders of the
Company to be held on May 28, 1999, at 10:00 a.m. at the Doubletree Warren
Place, 6110 South Yale Avenue, Tulsa, Oklahoma, or any adjournment or
postponement of the Annual Meeting, on the following matters:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1 ABOVE AND
"AGAINST" ITEMS 2,3,4 AND 5. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE
PROXY STATEMENT OF GLOBAL INDUSTRIAL TECHNOLOGIES, INC. DATED APRIL 16, 1999,
SOLICITING PROXIES FOR THE ANNUAL MEETING.
All previous proxies given by the undersigned to vote at the Annual meeting or
at any adjournment or postponement thereof are hereby revoked.
[LOGO OF GLOBAL INDUSTRIAL APPEARS HERE]
YOUR VOTE IS IMPORTANT!
PLEASE VOTE TODAY.
MARK, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>
Exhibit 25
Dear Shareholder:
Thank you for sending in your proxy card solicited by Global Industrial
Technologies, Inc. for the Annual Meeting of shareholders to be held on May 28,
1999.
To avoid any possible dispute as to the validity of your proxy, we are
requesting that you sign, date and mail the enclosed new proxy with the
correction indicated below. The new proxy will automatically revoke any
previous proxy when it is returned to us in the postage-paid envelope provided
for your convenience.
[_] Your previous proxy was unsigned. Please date, sign and return the new proxy
card in the enclosed envelope. (If signing as attorney, executor,
administrator, corporate officer, trustee or guardian, please give your full
title as such.)
[_] Your previous proxy was not dated. Please date, sign and return the
new proxy card in the enclosed envelope.
[_] Your previous proxy, as signed, did not conform to the name shown on the
proxy. Please sign and date the new proxy card exactly as the registration
appears on the proxy card, including your title if signing other than in an
individual capacity.
[_] Your previous proxy omitted your title or authority. Please date, sign and
return the new proxy card in the enclosed envelope. (If signing as attorney,
executor, administrator, corporate officer, trustee or guardian, please give
your full title as such.)
[_] Your previous proxy was not signed by all joint owners. Please date, have
all joint owners sign, then return the new proxy card in the enclosed
envelope. (If shares are registered in the name of more than one person,
each such person should sign the consent. If a joint tenant is deceased,
please indicate that you are the surviving joint owner.)
[_] Other .....................................................................
...........................................................................
We do not have much time before the Annual Meeting and would like to ensure that
your shares are voted. To ensure your vote counts, please sign, date and return
the enclosed proxy immediately so that your shares may be represented at the
meeting. Your continued support is greatly appreciated.
If you have any questions or problems, please feel free to call our proxy
solicitor, Morrow & Co., Inc., toll free at 1-800-662-5200.
Thank You,
Global Industrial Technologies, Inc.
