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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
July 16, 1999, and as subsequently amended (the "Schedule 14D-9"), by Global
Industrial Technologies, Inc., a Delaware corporation (the "Company"), relating
to the offer by RHI AG, an Austrian stock corporation, to purchase for cash
through its wholly-owned indirect subsidiary, Heat 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(a) is hereby supplemented and amended by adding the following:
On July 30, 1999, in accordance with Section 7.11 of the Merger
Agreement, Parent paid the Company $5.0 million and in accordance with
Section 9.01(i) of the Merger Agreement, Parent notified the Company in
writing of Parent's determination to extend the Financing Termination Time
(as such term is defined in the Merger Agreement) to 5:00 p.m. (New York
City time) on October 31, 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: July 30, 1999
