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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. 19)
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. 19 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 3. Identity and Background.
Item 3, paragraph (b)(1) is hereby supplemented and amended by adding the
following after the sixth paragraph:
On June 6, 1999, the Board approved an amendment to the severance
agreements that provides that if the Company has entered into an agreement
and the consummation of the transactions contemplated by such agreement
would result in a Change in Control, the notice set forth in Paragraph 3 of
the severance agreements may not be given until the earlier of the
consummation of such transactions and the date such agreement is
terminated. The form of amendment approved by the Board on June 6, 1999 is
filed as Exhibit 30 hereto and is incorporated herein by reference.
Item 7. Certain Negotiations and Transactions by the Subject Company.
Item 7, paragraph (a-b) is hereby supplemented and amended by adding the
following:
The Company announced on June 7, 1999 that it is continuing in active
negotiations with respect to a possible sale of the Company with the same
third party with which it had previously entered into an exclusivity
agreement on May 20, 1999 and, accordingly, has agreed to extend the
exclusivity period on the same terms as before until 5:00 p.m. July 12,
1999. In connection with this extension, the parties have also agreed that
the Company will be paid a fee of $5 million if the third party does not
enter into a definitive agreement to acquire the Company at a price of not
less than $13.00 per share by July 12, 1999, subject to certain exceptions.
No assurances can be given that such continuing discussions and
negotiations will result in a definitive agreement being entered into with
respect to such a transaction and the Company does not expect to make any
further announcements with respect thereto unless and until a definitive
agreement is executed. The press release containing the announcement is
filed as Exhibit 31 hereto and is incorporated herein by reference.
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Item 8. Additional Information to be Furnished.
Item 8(a) is hereby supplemented and amended by adding the following:
On June 6, 1999, the Company amended its Rights Agreement by adoption
of the Fifth Amendment to Rights Agreement, dated as of June 6, 1999 (the
"Fifth Amendment"). The Fifth Amendment amends various provisions of the
Rights Agreement to, among other things, revise the definition of "Stock
Acquisition Date."
The foregoing summary of the Fifth Amendment does not purport to be
complete and is qualified in its entirety by reference to the complete text
of the Fifth Amendment as set forth in the Company's Form 8-A/A, dated June
7, 1999, as filed with the Securities and Exchange Commission.
Item 8 is hereby further supplemented and amended by adding the following:
The Company announced on June 7, 1999, that in light of the Company's
earlier announcement on June 7, 1999, that it is continuing in exclusive
negotiations with respect to a possible sale of the Company, the Company
has determined that it would be in the best interests of its stockholders
to keep the polls open until 11:30 a.m. (New York City time) on June 17,
1999 so that stockholders can take this information into account when
voting for the proposals presented at the Company's annual meeting of
stockholders. The press release containing the announcement is filed as
Exhibit 32 hereto and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 30 -- Form of Amendment to severance agreements approved by the
Board of Directors of the Company on June 6, 1999.
Exhibit 31 -- Text of Press Release, dated June 7, 1999.
Exhibit 32 -- Text of Press Release, dated June 7, 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/ Linda M. Brotkin
-----------------------------------
Name: Linda M. Brotkin
Title: Senior Counsel
and Assistant Secretary
Dated: June 7, 1999
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Exhibit List
Exhibit 30 -- Form of Amendment to severance agreements approved by the
Board of Directors of the Company on June 6, 1999.
Exhibit 31 -- Text of Press Release, dated June 7, 1999.
Exhibit 32 -- Text of Press Release, dated June 7, 1999.
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Exhibit 30
FORM OF AMENDMENT TO SEVERANCE AGREEMENT
AMENDMENT NO. _, entered into as of June __, 1999 ("Amendment"), to
Severance Agreement, dated as of February 23, 1998 (the "Agreement"), as amended
on September 18, 1998 and October 27, 1998, by and between Global Industrial
Technologies, Inc., a Delaware corporation (the "Company"), and ____________
("Executive").
Company and Executive hereby agree, pursuant to Section 17 of the Agreement
for and in consideration of the premises and the mutual covenants and agreements
contained herein, to amend the Agreement in the following respects:
1. Paragraph 3 of the Agreement is hereby amended by the addition of the
following at the end thereof:
If the Company has entered into an agreement and the consummation of the
transactions contemplated thereunder would result in a Change in Control,
the notice referred to in the first sentence of this paragraph may not be
given until the earlier of the consummation of such transactions and the
date such agreement is terminated.
2. Defined terms used in this Agreement shall have the meanings assigned
to them in the Agreement.
3. The Agreement is only amended as expressly set forth herein.
EXECUTED as of the day and year first above written by the undersigned duly
authorized officer of the Company and the Executive.
Global Industrial Technologies
By: _________________________ By: _________________________
Rawles Fulgham [name]
Chairman [title]
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Exhibit 31
FOR IMMEDIATE RELEASE
Contact: George Pasley
V.P. Communications
214-953-4510
Website: prnewswire.com/gix
GLOBAL CONTINUES MERGER NEGOTIATIONS
DALLAS, TX (June 7, 1999) - Global Industrial Technologies, Inc. (NYSE: GIX)
announced today that it is continuing in active negotiations with respect to a
possible sale of the company with the same third party with which it had
previously entered into an exclusivity agreement on May 20, 1999 and,
accordingly, has agreed to extend the exclusivity period on the same terms as
before until 5:00 p.m. July 12, 1999. In connection with this extension, the
parties have also agreed that Global will be paid a fee of $5 million if the
third party does not enter into a definitive agreement to acquire Global at a
price of not less than $13.00 per share by July 12, 1999, subject to certain
exceptions. No assurances can be given that such continuing discussions and
negotiations will result in a definitive agreement being entered into with
respect to such a transaction and the Company does not expect to make any
further announcements with respect thereto unless and until a definitive
agreement is executed.
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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Exhibit 32
FOR IMMEDIATE RELEASE
Contact: George Pasley
V.P. Communications
214-953-4510
Website: prnewswire.com/gix
GLOBAL TO KEEP POLLS OPEN FOR 10 DAYS
DALLAS, TX (June 7, 1999) - Global Industrial Technologies, Inc. (NYSE: GIX)
announced that in light of Global's earlier announcement today that it is
continuing in exclusive negotiations with respect to a possible sale of the
Company, Global has determined that it would be in the best interests of its
stockholders to keep the polls open until 11:30 a.m. (New York City time) on
June 17, 1999 so that stockholders can take this information into account when
voting for the proposals presented at today's annual meeting of stockholders.
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.
