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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. 14)
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. 14 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:
The agreement to negotiate exclusively with a third party has terminated.
Accordingly, the Company will resume negotiations with other parties with
respect to a possible transaction that could involve a merger of the
Company. No assurances can be given that such discussions and negotiations
with third parties 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.
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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/ Graham L. Adelman
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Name: Graham L. Adelman
Title: President and Chief Operating Officer
Dated: May 11, 1999
