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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 18)
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)
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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. 18 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 2. Tender Offer of the Bidder.
Item 2 is hereby supplemented and amended by adding the following paragraph:
On May 21, 1999, the Bidder increased the price per Share to be paid
pursuant to the Offer from $10.50 per Share, which the Board has previously
rejected, to $11.50 per Share (the "Revised Offer Price"), net to the seller in
cash without interest thereon, upon the terms and subject to the conditions set
forth in the Supplement to the Offer to Purchase, dated May 21, 1999 (the
"Supplement") and in the revised Letter of Transmittal (together, the "Revised
Offer"). Pursuant to the Supplement, the Revised Offer is scheduled to expire
at 12:00 midnight, New York City time, on Friday, June 4, 1999, unless and
until the Bidder shall have further extended the period of time during which
the Revised Offer is to remain open.
Item 4. The Solicitation or Recommendation.
Item 4 (a--b) is hereby supplemented and amended by adding the following
paragraphs:
(a) At a meeting of the Board held on May 25, 1999, the Board carefully
considered the Company's business, financial condition and prospects, the
terms and conditions of the Revised Offer, other possible alternatives to
the Revised Offer and other matters, including presentations by its legal
and financial advisors. At such meeting, the Board, after receiving advice
from its management and professional advisors, unanimously determined that
it would be in the best interests of the Company and its stockholders to
reject the Bidder's unsolicited Revised Offer.
At the May 25 meeting, the Board unanimously concluded, among other things,
that the Revised Offer is inadequate and not in the best interests of the
Company and its stockholders. ACCORDINGLY, THE BOARD UNANIMOUSLY RECOMMENDS
THAT THE COMPANY'S STOCKHOLDERS REJECT THE REVISED OFFER AND NOT TENDER THEIR
SHARES PURSUANT TO THE REVISED OFFER.
A copy of a letter to stockholders communicating the Board's recommendation
and a form of press release announcing such recommendation are filed as
Exhibits 28 and 29 hereto, respectively, and are incorporated herein by
reference.
(b) In reaching the conclusions referred to in Item 4(a), the Board took
into account numerous factors, including but not limited to the following:
(i) The fact that on May 20, 1999 the Company entered into an agreement
to negotiate exclusively, subject to certain limited exceptions, until June
4, 1999, with a third party with respect to a possible transaction that
could involve a merger of the Company. While no assurances can be given
that a definitive agreement will be entered into with respect to any
transaction, the Board, after consultation with its financial and legal
advisors, believes that it would be in the best interests of the Company
and its stockholders to reject the Bidder's unsolicited Revised Offer and
continue to pursue the negotiations currently taking place.
(ii) The analysis performed by Wasserstein Perella & Co., Inc.
("Wasserstein Perella") and J.P. Morgan & Co., Inc. ("J.P. Morgan"), the
Company's financial advisors, and the opinions of each of Wasserstein
Perella and J.P. Morgan after reviewing with the Board such analysis, that
the Revised Offer Price is inadequate from a financial point of view.
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(iii) The opinion of the Company's management that the Revised Offer
Price is inadequate.
(iv) The Board's belief, after considering the factors set forth
above, that the interests of the Company and its stockholders would best be
served if the Company's stockholders rejected the Revised Offer and not
tender their Shares pursuant to the Revised Offer.
The Revised Offer is conditioned upon, among other things, the Rights having
been redeemed by the Board or the Bidder being satisfied, in its reasonable
judgment, that the Rights are invalid or are otherwise inapplicable to the
Revised Offer. In light of the Board's decision discussed above, the Board has
determined not to take any action to redeem the Rights in response to the
Revised Offer. As more fully described under Item 7 below, the Board has
adopted a resolution to delay the "Distribution Date" under the Rights
Agreement.
The Revised Offer is also conditioned upon, among other things, the Bidder
being satisfied, in its reasonable judgment, that the Proposed Merger can be
consummated without the need for a supermajority vote of the Company's
stockholders pursuant to Article VI ("Article VI") of the Amended and Restated
Certificate of Incorporation of the Company. In light of the Board's decision
discussed above, the Board has determined not to take any action which would
render Article VI inapplicable.
The Revised Offer is also conditioned upon, among other things, the Bidder
being satisfied, in its reasonable judgment, that the provisions of Section 203
of the Delaware General Corporation Law (the "Delaware Takeover Statute") have
been complied with or are invalid or otherwise inapplicable to the Revised
Offer and the Proposed Merger. In light of the Board's decision discussed
above, the Board has determined to not take any action which would render the
Delaware Takeover Statute inapplicable.
The Revised Offer is also conditioned upon, among other things, the Company
not having entered into or effectuated any agreement or transaction with any
person or entity (including the Company's stockholders) having the effect of
impairing the Bidder's ability to acquire the Company or otherwise diminishing
the expected economic value to the Bidder of the acquisition of the Company, or
the Company not postponing the Company's 1999 annual meeting of stockholders
(the "Company Annual Meeting") beyond May 31, 1999 or taking any other action
that would impede the Bidder's ability to nominate one or more directors for
election or its ability to make any other proposals to be voted upon by
stockholders at such meeting. The date of the Company Annual Meeting has been
fixed by the Board since March 9, 1999 to be held on May 28, 1999. The Board
believes that the Bidder's last minute increase in the Offer Price which has
been outstanding since December 17, 1998--coming only a week before the
scheduled date of the Company Annual Meeting--was designed to prevent the Board
from adequately informing stockholders of its recommendation in response to the
Revised Offer in a timely fashion before the Company Annual Meeting. In light
of this development and the fact that the Company may be engaged in exclusive
negotiations through the current date of the Company Annual Meeting, the Board
believes that it would be in the best interests of the Company and its
stockholders to postpone the Company Annual Meeting until June 7, 1999 so that
stockholders can be informed of the Board's position with respect to the
Revised Offer and to increase the likelihood that stockholders can be informed
of the outcome of the current negotiations before the Company Annual Meeting.
Item 7. Certain Negotiations and Transactions by the Subject Company.
Item 7 (a--b) is hereby supplemented and amended by adding the following
paragraph:
At its May 25, 1999 meeting, the Board resolved to delay the "Distribution
Date" under the Rights Agreement (the date after which, among other things,
separate certificates for the Rights are to be distributed) until the date the
Bidder becomes an Acquiring Person as a result of the purchase of Shares
pursuant to the Revised Offer or at any time during the 60-day period after the
termination of the Revised Offer without the purchase of Shares thereunder. See
also Item 8(a) below.
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Item 8. Additional Information to be Furnished.
Item 8 (a) is hereby supplemented and amended by adding the following
paragraphs:
(a) The Rights Agreement.
As discussed in Item 7 above, at its May 25, 1999 meeting, the Board acted
to delay the "Distribution Date" under the Rights Agreement (the date after
which, among other things, separate certificates for the Rights are to be
distributed) until the date the Bidder becomes an Acquiring Person as a result
of the purchase of Shares pursuant to the Revised Offer or at any time during
the 60-day period after the termination of the Revised Offer without the
purchase of Shares thereunder.
The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Rights Agreement as set forth in the Company's Form 8-B, dated October 31,
1995, the Company's Form 8-A/A, dated March 12, 1998, the Company's Form 8-A/A,
dated September 18, 1998, the Company's Form 8-A/A, dated October 5, 1998, and
the Company's Form 8-A/A, dated February 17, 1999, each as filed with the
Securities and Exchange Commission.
Item 8 is hereby supplemented and amended by adding the following paragraph:
(e) The Bidder disclosed certain non-public projections (the
"Projections") of future operating performance of the Company in the
Supplement that were prepared and furnished by the Company to the Bidder
pursuant to the terms of a confidentiality agreement entered into by the
Company and the Bidder on April 27, 1999 (the "Confidentiality Agreement")
as part of the Company's efforts to explore its strategic alternatives. The
Company does not as a matter of course make public forecasts as to future
revenues or profits and the Projections were based on estimates and
assumptions that are inherently subject to significant economic and
competitive uncertainties, all of which are difficult to predict and many
of which are beyond the Company's control. Accordingly, the disclosure of
the Projections by the Bidder should not be regarded as an indication that
the Company considers it an accurate prediction of future results and there
can be no assurance that the Projections can be realized or that actual
results will not be materially higher or lower than those projected. The
Projections were not prepared with a view to public disclosure or
compliance with the published guidelines of the Securities and Exchange
Commission or the guidelines established by the American Institute of
Certified Public Accountants regarding projections or forecasts. The
Company does not intend to further comment upon, update or revise the
Projections.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 28 -- Letter to Stockholders of the Company, dated May 25, 1999*
Exhibit 29 -- Text of Press Release, dated May 25, 1999.
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* Included in copies mailed to stockholders.
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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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Jeanette H. Quay
Vice President--General Counsel and
Secretary
Dated: May 25, 1999
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EXHIBIT LIST
Exhibit 28 -- Letter to Stockholders of the Company, dated May 25, 1999*
Exhibit 29 -- Text of Press Release, dated May 25, 1999.
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* Included in copies mailed to stockholoders.
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Exhibit 99.28
Dear Fellow Shareholder:
Your Board of Directors has been engaged in a two-fold process of improving
operating performance and negotiating with third parties concerning a possible
sale or merger, with the single goal of enhancing the value of your investment.
As part of this process, your Board currently is in exclusive negotiations with
a third party.
On May 21, WHX revised its offer price from $10.50 per share, which your
Board has previously rejected, to $11.50 per share. After carefully considering
WHX's revised offer -- including taking into account our current negotiations
and the advice of Global's financial advisors, J.P. Morgan & Co. and
Wasserstein Perella & Co., Inc. -- your Board concluded that WHX's revised
offer is inadequate and is not in your best interests. Accordingly, on behalf
of your Board, I urge you to reject WHX Corporation's revised tender offer and
not tender any Global shares to WHX.
WHX made its revised offer only days before the scheduled annual meeting
date giving shareholders very little time to consider new developments. In
light of this recent event and the fact that Global may be engaged in exclusive
negotiations through the scheduled annual meeting date, the Board has
determined that it is in the best interests of Global and Global's shareholders
to postpone the annual meeting until June 7, 1999.
Supplement to Notice of Annual Meeting of Shareholders
The Notice of Meeting dated April 16, 1999 regarding the Annual Meeting
of Shareholders is hereby supplemented to provide that such meeting will
be held at the Adams Mark Hotel, 100 E. 2nd Street, Tulsa, Oklahoma, on
Monday, June 7, 1999, at 10:00 a.m. The record date has not changed and
accordingly only shareholders of record at the close of business on
Thursday, April 8, 1999, are entitled to notice of and to vote at the
meeting or any postponement or adjournment thereof.
PLEASE VOTE THE WHITE PROXY CARD
AND DO NOT SIGN ANY BLUE PROXY CARD
It is important that you vote the WHITE proxy card in advance of the June 7,
1999, annual meeting. Your Board believes that WHX's nominee, WHX Chairman
Ronald LaBow, has a conflict of interest. It is his declared interest to
acquire Global for WHX, and it his duty to WHX shareholders to do so at the
lowest price possible. Your Board believes that it is not in the best interests
of the Company or its shareholders to have an interested bidder on Global's
board at a time when it is likely to be engaged in a process involving the
possible sale or merger of the Company. Having Mr. LaBow as a Board member
could disrupt our existing negotiations, deter potential bidders from entering
negotiations, and slow our efforts to improve operating performance.
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,
Rawles Fulgham
Chairman and Chief Executive Officer
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EXHIBIT 99.29
CONTACT: George Pasley,
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V. P. Communications of Global Industrial Technologies, Inc.
214-953-4510
GLOBAL REJECTS REVISED WHX OFFER
-- New Annual Meeting Date Set --
DALLAS, May 25, 1999 -- Global Industrial Technologies, Inc. (NYSE: GIX) today
announced that its Board of Directors has unanimously concluded that WHX
Corporation's (NYSE: WHX) revised tender offer is inadequate and not in the best
interests of the Company and its shareholders. Accordingly, Global has
recommended that its shareholders reject the revised offer and not tender any
shares to WHX.
Global stated that in reaching its conclusions it took into account, among other
things, the advice of its financial advisors, J.P. Morgan & Co. and Wasserstein
Perella & Co., Inc., and the fact that the Company is in exclusive negotiations
with a third party concerning a possible sale or merger of the Company. That
exclusive agreement, subject to certain limited exceptions, terminates on June
4, 1999.
Global also stated that in light of the fact that WHX made its revised offer
only days before the scheduled annual meeting date, leaving shareholders very
little time to consider new developments, and given the Company's current
negotiations, it is postponing until June 7, 1999, its annual meeting of
shareholders. The meeting had been scheduled for May 28, 1999.
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.
