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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. 12)
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. 12 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 9. Material to be Filed as Exhibits
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 23 Text of Shareholder letter and proxy card
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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.
/S/ JEANETTE H. QUAY
By: ___________________________________
Name: JEANETTE H. QUAY
Title: Vice President, General Counsel and
Secretary
Dated: April 30, 1999
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EXHIBIT 23
[LOGO OF GIX APPEARS HERE]
April 29, 1999
Dear Fellow Shareholder:
On Friday, May 28, 1999, Global Industrial Technologies will hold its
Annual Meeting. On behalf of your Board of Directors, I ask that you sign and
return the enclosed WHITE proxy card even if you have already done so, as your
vote is particularly important this year.
YOUR BOARD IS COMMITTED TO YOUR INTERESTS
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PLEASE VOTE YOUR WHITE PROXY CARD TODAY
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Your Board's overriding objective is to build and enhance shareholder
value. Several recent steps we have taken demonstrate that we are committed to
fulfilling this objective, and we take our commitment seriously:
. Global earned a profit on continuing operations for the first quarter,
and we expect growing sales and operating earnings over the rest of
the year; and
. On April 21, 1999, we announced that we had entered into negotiations
with third parties with respect to a possible transaction that could
involve a merger of your Company.
DO NOT RISK DISRUPTING NEGOTIATIONS BY ELECTING
A BIDDER WHX -- TO THE BOARD
VOTE AGAINST WHX AND THEIR SHAREHOLDER PROPOSALS AND
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DO NOT TENDER YOUR SHARES
While your Board is negotiating with third parties to pursue the best
possible alternative for Global shareholders, WHX Corporation continues to
persist in its hostile tender offer to acquire the Company at $10.50 per share.
This is a price that your Board has unanimously determined is inadequate from a
financial point of view.
WHX also wants for you to elect its chairman, Ronald LaBow, to the Global
Board and for you to pass certain proposals that it has submitted. We believe
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it is clearly not in your best interests to do either.
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Specifically, your Board has grave concerns about having Mr. LaBow, a
director and chairman of a potential buyer, on the Global Board while the Board
is conducting negotiations with other third parties. We believe that having an
"inside bidder" on the Company's Board would be disruptive and harmful to any
negotiations Global is having and may have in the future. Having Mr. LaBow on
your Board could adversely affect the Company's ability to identify the most
financially attractive alternative for you.
WHX--A CONFLICT OF INTEREST
In addition, your Board has very fundamental concerns about any nominee who
has an irreconcilable conflict of interest. As a director of WHX, Mr. LaBow has
a fiduciary duty to WHX and its shareholders. This fiduciary duty would require
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Mr. LaBow to attempt to acquire Global for the cheapest price possible. This
would put him in conflict with the fiduciary obligation he would owe to you as a
Global director - - a duty that would require him to attempt to secure the
highest possible price in any sale or merger of Global.
The bottom line is you can't serve two masters. That makes Mr. LaBow
unacceptable as a Global director.
MOVING FORWARD--IMPROVED OPERATING RESULTS
In addition to conducting negotiations with third parties concerning a
possible transaction, we are continuing to pursue and implement our own business
plan. While the present environment has been extremely challenging, we believe
that measures we have recently enacted to focus on our core refractories
business have positioned Global for substantially improved results in 1999. As
evidence of this, we earned a profit of $.15 per share for continuing operations
in our recently ended first quarter, and we remain optimistic about our ability
to generate improved operating results throughout the year.
YOUR BOARD--CONSIDERING ALL ALTERNATIVES FOR YOUR BENEFIT
By improving operating performance and negotiating with third parties for a
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possible sale or merger of your company at a price that is superior to the one
that WHX is offering, your Board is demonstrating its commitment to your
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interests.
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Your vote is important to ensure that Global has an experienced, harmonious
and independent board that continues to act in your best interests to enhance
shareholder value. Please vote your WHITE proxy card today and return it in the
enclosed postage-paid envelope.
Thank you for your continued support.
Sincerely,
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Rawles Fulgham
Chairman and Chief Executive Officer
Sign, Date and Return
the WHITE Proxy Card Today.
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If you have any questions on how to vote your shares, please call our proxy
