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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. 20)
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. 20 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 8. Additional Information to be Furnished.
Item 8 is hereby supplemented and amended by adding the following:
On June 10, 1999 the letter attached hereto as Exhibit 33 was mailed
to stockholders of the Company and such letter 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 33 -- Text of letter mailed to stockholders of the Company on June
10, 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: June 10, 1999
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Exhibit List
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Exhibit 33 -- Text of letter mailed to stockholders of the Company on June 10,
1999
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EXHIBIT 33
June 9, 1999
Dear Fellow Shareholders:
On Monday, June 7th, Global Industrial Technologies, Inc. made two very
important announcements in connection with your Board of Directors' efforts to
build and enhance shareholder value:
. First, Global agreed to extend exclusive negotiations until July 12, 1999
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. In return for this extension, 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 for
any reason other than the Board of Directors of Global determining, prior to
July 12, that another acquisition proposal, if consummated, would result in a
more favorable transaction to Global's stockholders.
. Second, we announced that the polls will be kept open for voting on
proposals presented at the Annual Meeting until 10:30 a.m. (Dallas time) on
June 17, 1999, to give you a sufficient period of time to weigh this new
information before casting your final vote.
YOU NOW HAVE ADDITIONAL TIME TO CONSIDER ALL THE FACTS
PLEASE VOTE THE WHITE PROXY
WHX Corporation would like you to believe that our extension of the voting
deadline somehow "deprives" shareholders of your rights and abilities to
express your views to Global. In fact, the opposite is true: all Global
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shareholders have every option available to them that they have always had, and
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a reasonable amount of additional time to consider all proposals presented.
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WHX -- STILL THE WRONG TIME AND THE WRONG NOMINEE
WHX and its nominee for the Global Board, Mr. Ronald LaBow, have only one
goal: to complete a takeover of Global at the lowest price possible. To elect
Mr. LaBow to the Global Board at this time could disrupt our existing
negotiations for a sale of the Company at a price of not less than $13.00 per
share -- a price in excess of the $11.50 per share price offered by WHX and
rejected by your Board.
Global's nominee, Sheldon R. Erikson, who has extensive merger and
acquisition experience, has led Cooper Cameron Corporation (NYSE: CAM) to a
260% increase in stockholder value over the last four years and your Board
believes Mr. Erikson's experience will prove invaluable during this period.
Your vote is important. Please mark, sign, date and return the WHITE proxy
card TODAY, even if you have already done so.
Thank you for your continued support.
Sincerely,
/s/ RAWLES FULGHAM
Rawles Fulgham
Chairman and Chief Executive Officer
