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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. 3)
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. 3 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 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 10 -- Text of Press Release, dated October 29, 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: November 1, 1999
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Exhibit List
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Exhibit 10 -- Text of Press Release, dated October 29, 1999.
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EXHIBIT 10
FOR IMMEDIATE RELEASE
CONTACT: George Pasley
Vice President Communications
214-953-4510
Website: prnewsire.com/gix
GLOBAL INDUSTRIAL TECHNOLOGIES REPORTS
THIRD QUARTER RESULTS
DALLAS, TX (October 29, 1999) Global Industrial Technologies, Inc. (NYSE: GIX),
a Dallas-based industrial manufacturing company, today reported earnings from
continuing operations for the third quarter ended September 30, 1999, of $.30
per share on revenues of $135.9 million. Earnings from continuing operations
were $3.1 million, or $.14 per share, excluding the $5.0 million payment
received in the third quarter from RHI AG (RHI) pursuant to its merger agreement
with the Company. Global also recognized in the quarter, an extraordinary loss
of $.4 million or $.02 per share, related to the early retirement of debt. Net
earnings for the quarter were $6.4 million, or $.28 per share.
For the three months ended September 30, 1998, Global reported a loss from
continuing operations of $8.3 million, or $.37 per share, before pre-tax charges
of $54.3 million for restructuring and asset impairments. Giving effect to these
charges and discontinued operations, for the three months ended September 30,
1998, Global reported a net loss of $54.5 million or $2.47 per share for the
quarter.
Global's earnings from continuing operations for the nine months ended September
30, 1999, were $15.0 million, or $.67 per share, on revenues of $409.6 million.
The nine months results for discontinued operations included an additional $24.8
million net after tax charge on the sale of the assets of Ameri-Forge
Corporation, a $13.8 million gain on the sale of APG Lime and an additional $.9
million INTOOL charge. Earnings from discontinued operations were $.3 million
for the nine months. Net earnings for the nine months were $3.0 million, or
$.13 per share.
For the nine months ended September 30, 1998, the Company reported a loss of
$6.2 million, or $.28 per share, from continuing operations, before pre-tax
charges of $55.0 million for restructuring and asset impairments. Giving effect
to these charges and discontinued operations, Global reported net earnings of
$35.7 million or $1.62 per share, including the gain on the sale of INTOOL.
The Refractory Products and Minerals segment reported third quarter revenues of
$127.8 million and operating profits of $13.1 million compared to revenues of
$128.4 million and operating losses of $2.6 million during the three months
ended September 30, 1998. For the first nine months of 1999, the segment
reported revenues of $375.6 million and
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operating profits of $36.7 million, compared with $319.5 million and $13.9
million, respectively, for the nine months ended September 30, 1998.
The Company's shredding and recycling businesses and Corrosion Technology unit,
which are reported under the caption "All Other", generated revenues of $7.6
million and operating profits of $1.5 million in the third quarter of 1999,
compared with revenues of $13.5 million and an operating loss of $.1 million for
the three months ended September 30, 1998. For the first nine months of 1999,
the segment reported revenues of $32.8 million and operating profits of $5.9
million, compared with revenues of $39.4 million and an operating loss of $.7
million for the nine months ended September 30, 1998.
As of October 28, 1999, RHI AG announced that 9,431,317 shares of common stock
of Global had been tendered and not withdrawn pursuant to the previously
announced $13.00 per share cash tender offer for all of the outstanding shares
of common stock of Global by RHI's subsidiary, Heat Acquisition Corp. This
constitutes approximately 38% of Global's outstanding shares as of the
commencement of the tender offer. The tender offer will expire at 9:00 a.m.,
New York City time, on Monday, November 15, 1999, unless extended.
RHI irrevocably waived the financing condition to the previously announced
tender offer on October 29, 1999. The tender offer remains conditioned upon,
among other things, the tender of at least a majority of the shares of Global's
common stock outstanding on a fully-diluted basis and the expiration of any
applicable waiting period under the Hart-Scott-Rodino Act.
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.
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GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(In millions except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
------------- ----------- ----------- -----------
(Unaudited) (Unaudited)
Revenues
<S> <C> <C> <C> <C>
Net sales and operating revenues $ 135.4 $ 141.9 $ 408.4 $ 358.9
Other 0.5 0.5 1.2 1.5
------------- ----------- ---------- ----------
Total Revenues 135.9 142.4 409.6 360.4
------------- ----------- ---------- ----------
Costs and Expenses
Cost of sales 104.1 118.8 308.4 284.1
Selling, engineering, administrative and
general expenses 25.4 30.9 78.4 74.2
Interest expense 4.9 5.0 12.8 7.9
Restructuring charges 0.0 31.0 (1.4) 31.7
Impairment of long-lived assets 23.3
Other - net (7.0) 1.0 (7.4) 4.3
------------- ----------- ---------- ----------
Total Costs and Expenses 127.4 210.0 390.8 425.5
------------- ----------- ---------- ----------
Earnings (loss) from continuing operations
before income taxes 8.5 (67.6) 18.8 (65.1)
Income tax benefit (expense) (1.7) 25.4 (3.8) 25.0
------------- ----------- ---------- ----------
Earnings (loss) from continuing operations 6.8 (42.2) 15.0 (40.1)
Discontinued operations:
Gain (loss) on sale of discontinued
operations less applicable income
taxes of $9.2, $8.7 and $49.4 (9.2) (11.9) 76.9
Earnings (loss) from discontinued
operations less applicable income
taxes of $2.2, $.2 and $.5 (3.1) 0.3 (1.1)
------------- ----------- ---------- ----------
Earnings (loss) before extraordinary
item 6.8 (54.5) 3.4 35.7
Extraordinary item less applicable income
taxes of $.1 (0.4) (0.4)
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Net earnings (loss) $ 6.4 $ (54.5) $ 3.0 $ 35.7
============= =========== ========== ==========
Basic earnings (loss) per common share:
Continuing operations $ 0.30 $ (1.91) $ 0.67 $ (1.82)
============= =========== =========== ==========
Discontinued operations $ 0.00 $ (0.56) $ (0.52) $ 3.44
============= =========== =========== ==========
Extraordinary item $ (0.02) $ 0.00 $ (0.02) $ 0.00
============= =========== =========== ==========
Net earnings (loss) $ 0.28 $ (2.47) $ 0.13 $ 1.62
============= =========== =========== ==========
Diluted earnings (loss) per common share:
Continuing operations $ 0.30 $ (1.91) $ 0.65 $ (1.82)
============= =========== =========== ==========
Discontinued operations $ 0.00 $ (0.56) $ (0.50) $ 3.44
============= =========== =========== ==========
Extraordinary item $ (0.02) $ 0.00 $ (0.02) $ 0.00
============= =========== =========== ==========
Net earnings (loss) $ 0.28 $ (2.47) $ 0.13 $ 1.62
============= =========== =========== ==========
</TABLE>
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GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
1999 VS. 1998 SEGMENT
MILLIONS
<TABLE>
<CAPTION>
- ------------------------------------------------------- --------------------------------- -------------------------------
Three Months Nine Months
--------------------------------- -------------------------------
Sept. 30, Sept. 30, Sept. 30 Sept. 30
1999 1998 1999 1998
-------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
Refractory Products and Minerals
Sales and Operating Revenues 127.8 128.4 375.6 319.5
Operating Profit (Loss) 13.1 (2.6) 36.7 13.9
- ------------------------------------------------------- -------------- --------------- -------------- ---------------
All Other
Sales and Operating Revenues 7.6 13.5 32.8 39.4
Operating Profit (Loss) 1.5 (0.1) 5.9 (0.7)
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Divested Operations
Sales and Operating Revenues
Operating Profit (Loss) 0.0 0.0 0.0 0.0
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Partnership Operations
Operating Profit (Loss) 0.0 (0.6) 0.0 (1.2)
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Total Continuing Operations
Sales and Operating Revenues 135.4 141.9 408.4 358.9
Inter-Segment Sales 0.0 0.0 0.0 0.0
-------------- --------------- -------------- ---------------
Consolidated Sales 135.4 141.9 408.4 358.9
Other Revenues 0.5 0.5 1.2 1.5
-------------- --------------- -------------- ---------------
Consolidated Revenues 135.9 142.4 409.6 360.4
-------------- --------------- -------------- ---------------
Operating Profit 14.6 (3.3) 42.6 12.0
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GENERAL CORPORATE EXPENSE (1.2) (5.0) (12.4) (14.2)
INTEREST EXPENSE (4.9) (5.0) (12.8) (7.9)
RESTRUCTURING CHARGES 0.0 (31.0) 1.4 (31.7)
IMPAIRMENT OF LONG LIVED ASSETS 0.0 (23.3) 0.0 (23.3)
-------------- --------------- -------------- ---------------
CONTINUING OPERATIONS EARNINGS
(LOSS) BEFORE TAXES 8.5 (67.6) 18.8 (65.1)
INCOME TAX BENEFIT (EXPENSE) (1.7) 25.4 (3.8) 25.0
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EARNINGS (LOSS) FROM CONTINUING OPERATIONS 6.8 (42.2) 15.0 (40.1)
-------------- --------------- -------------- ---------------
CONTINUING OPERATIONS
BASIC EARNINGS (LOSS) PER SHARE $0.30 ($1.91) $0.67 ($1.82)
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BASIC AVERAGE SHARES OUTSTANDING 22,420 22,039 22,423 21,979
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