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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. 5)
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. 5 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") filed with the Securities and
Exchange Commission on December 23, 1998 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(a-b) is hereby amended and supplemented by adding the following
paragraph:
On March 1, 1999, the Company announced that it is in negotiations
with respect to the possible sale of APG Lime Corp., an indirect
wholly owned subsidiary of the Company. These negotiations are the
result of the Company's previously announced efforts to explore
possible dispositions of certain of the Company's non-refractory
businesses.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding the following
exhibit:
Exhibit 14 -- Text of Press Release, dated March 1, 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
------------------------------------------
Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
Dated: March 1, 1999
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Exhibit List
Exhibit 14 Text of Press Release, dated March 1, 1999
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EXHIBIT 14
FOR IMMEDIATE RELEASE
Contact: George Pasley
V. P. Communications
214-953-4510
Website: prnewswire.com/gix
GLOBAL ANNOUNCES NEGOTIATIONS FOR SALE OF APG LIME
Dallas, TX (March 1, 1999)-- Global Industrial Technologies, Inc. (NYSE: GIX), a
Dallas-based manufacturing company, announced today that it is in negotiations
with respect to the possible sale of APG Lime Corp., an indirect wholly owned
subsidiary of Global. Global stated that these negotiations are the result of
its previously announced efforts to explore possible dispositions of certain of
its non-refractory businesses.
Global stated that no assurances can be given that a definitive agreement will
be entered into with respect to such sale and that no further announcements with
respect thereto will be made unless and until a definitive agreement is
executed.
Global is a major manufacturer of technologically advanced industrial products
that support high-growth markets around the world. Products include forged
flanges; undercarriage parts for track-mounted vehicles; 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.
