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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. 16)
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. 16 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 7. Certain Negotiations and Transactions by the Subject Company.
Item 7, paragraph (a - b) is hereby supplemented and amended by adding the
following paragraph:
On May 20, 1999, the Company issued a press release (the "May 20 Press
Release"). The May 20 Press Release is attached hereto as Exhibit 26 and
is incorporated by reference herein in its entirety.
Item 7, paragraph (a - b) is hereby further supplemented and amended by
adding the following paragraph:
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. No assurances can be given that a definitive agreement will be
entered into with respect to the transaction and the Company does not expect to
make any further announcements with respect thereto unless and until a
definitive agreement is executed.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 26 -- Text of Press Release, dated May 20, 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: May 20, 1999
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Exhibit List
Exhibit 26 -- Text of Press Release, dated May 20, 1999.
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Exhibit 26
FOR IMMEDIATE RELEASE
Contact: George Pasley
V. P. Communications
214-953-4510
Website: prnewswire.com/gix
Global Announces Sale of Ameri-Forge Unit
Dallas, TX (May 20, 1999) - Global Industrial Technologies, Inc. (NYSE: GIX)
announced today that it has entered into a definitive agreement for the sale of
its Ameri-Forge unit to Tanglewood Companies LP, Houston, TX, for $40 million in
cash proceeds which Global will use to pay down debt. The transaction is
subject to customary regulatory approval and post-closing adjustments and is
expected to close within 60 days. The Company will realize approximately $40
million in tax benefits from the transaction, which will offset taxes payable on
the sale of APG Lime and generate tax loss carryforwards to be used against
other earnings.
Global announced in March its intention to pursue a sale of Ameri-Forge as part
of its strategy of disposing of non-core businesses and focusing on its core
refractories business.
The Company noted that the expected proceeds from the planned sale are less than
the original estimate used to record the loss on disposal of Ameri-Forge as
reflected in the December 31, 1998 consolidated financial statements.
Accordingly, an additional $40 million pre-tax charge will be made to the
discontinued operations results previously reported for the first quarter ended,
March 31, 1999. There will be no change in the income from continuing
operations which, for the quarter, was $3.4 million or $0.15 per share.
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.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Global Industrial Technologies, Inc. (the "Company") and certain other persons
named below may be deemed to be participants in the solicitations of proxies
against the
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proposals of WHX Corporation. The participants in this solicitation may include
(i) the directors of the Company: David H. Blake, Richard W. Vieser, Samuel B.
Casey, Jr., Rawles Fulgham and Graham L. Adelman and (ii) the following
executive officers and employees of the Company: Rawles Fulgham (Chairman and
Chief Executive Officer), Graham L. Adelman (President and Chief Operating
Officer), Alfred L. Williams (Senior Vice President and Chief Financial
Officer), Donna Reeves (Vice President and Controller), Jeanette H. Quay (Vice
President, General Counsel and Secretary), James Alleman (Vice President-Human
Resources), and George Pasley (Vice President-Communications), Juan M. Bravo
(Vice President). As of the date of this communication, none of the foregoing
participants individually beneficially own in excess of .1% of the Company's
common stock or in the aggregate in excess of 2% of the Company's common stock.
