<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. 21)
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. 21 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 34 -- Text of Press Release, dated June 21, 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
----------------------------
Name: Jeanette H. Quay
Title: Vice President - General Counsel and Secretary
Dated: June 21, 1999
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Exhibit List
Exhibit 34-- Text of Press Release, dated June 21, 1999.
<PAGE>
EXHIBIT 34
FOR IMMEDIATE RELEASE
Contact: George Pasley
V. P. Communications
214-953-4510
Website: prnewswire.com/gix
GLOBAL INDUSTRIAL TECHNOLOGIES REPORTS RESULTS OF
ANNUAL MEETING DIRECTOR ELECTION
DALLAS, TX (June 21, 1999) - Global Industrial Technologies, Inc. (NYSE: GIX)
today reported that, based on the votes of Global shareholders as certified by
the inspector of the election, Mr. Ronald LaBow has been elected a director of
Global.
Rawles Fulgham, Chairman and Chief Executive Officer of Global, stated, "With
the voting complete, Mr. LaBow will join a board of directors that is focused on
enhancing shareholder value by both executing our strategic business plan and by
pursuing and negotiating the possible sale of Global. We expect that Mr. LaBow
will play a constructive role in these efforts, consistent with his fiduciary
responsibility to Global shareholders."
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.
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