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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. 9)
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. 9 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 No. 7 is hereby amended by adding the following:
Third Amendment to Stock Purchase Agreement made and entered into on
April 1, 1999 among Global Industrial Technologies, Inc., A. P. Green
Industries, Inc. and Chemical Lime Company
Item 9. Material to be Filed as Exhibits
Item 9 is hereby amended and supplemented by the addition of the following
exhibits:
Exhibit 20 - Third Amendment to Stock Purchase Agreement
Exhibit 21 - Text of Press Release, dated April 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
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Name: Jeanette H. Quay
Title: Vice President, General Counsel
and Secretary
Dated: April 5, 1999
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Exhibit List
Exhibit 20 - Third Amendment to Stock Purchase Agreement.
Exhibit 21 - Text of Press Release, dated April 1, 1999.
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Exhibit 20
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT
This THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is
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made and entered into as of April 1, 1999 among GLOBAL INDUSTRIAL TECHNOLOGIES,
INC., a Delaware corporation ("Global"), A.P. GREEN INDUSTRIES, INC., a Delaware
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corporation and wholly-owned subsidiary of Global ("Seller"), and CHEMICAL LIME
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COMPANY, a Nevada corporation ("Purchaser").
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WITNESSETH:
WHEREAS, Global, Seller, and Purchaser entered into a Stock Purchase
Agreement dated as of March 8, 1999, as amended on March 26, 1999 and March 31,
1999 (the "Agreement"); and
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WHEREAS, the parties desire to amend certain sections of the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
set forth herein and in the Agreement, the parties hereto agree as follows:
1. Amendments to the Stock Purchase Agreement. The Agreement is
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hereby amended as follows:
(a) The words "one hundred twenty-six million three hundred thousand
dollars ($126,300,000)" are hereby inserted in replacement for
the words "one hundred thirty million three hundred thousand
dollars ($130,300,000)" in Section 2.1.
(b) The number "$1,530,000" is hereby inserted in replacement for the
number "$1,020,000" in Section 6.14(b).
(c) The following text is hereby added as Section 10.6:
"Indemnification for Certain Capital Expenditures. (a) To the
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extent that Purchaser incurs Environmental Costs (as defined
herein) in the first 12 months following the Closing Date (the
"Review Period"), Seller shall reimburse Purchaser for (i) 90% of
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the first $2,000,000 of such Environmental Costs and (ii) 95% of
such Environmental Costs in excess of $2,000,000 up to a maximum
aggregate reimbursement amount of $5,267,500; provided, however,
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that such reimbursement is subject to that maximum amount
specified in Section 10.1(b)(iii) and any amounts paid by Seller
pursuant to this clause shall be taken into account when
determining the maximum amount of Losses under Section
10.1(b)(iii)."(b) Each of Seller and Purchaser shall engage an
environmental consultant during the Review Period to review the
Company's facilities and equipment. The term "Environmental
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Costs" shall mean the amount of costs to be incurred by the
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Purchaser that is agreed as necessary to bring the Company's
facilities and equipment into conformity with Environmental Laws
existing as of the Closing Date by each of Seller's and
Purchaser's environmental consultants; provided, however, that if
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Seller's and Purchaser's environmental consultants disagree over
such costs, such disagreements shall be referred to an
independent environmental consultant selected jointly by Seller's
and Purchaser's environmental consultants (the "Independent
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Consultant"), who shall determine and report to Seller and
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Purchaser the amount of such Environmental Costs. The
determination of the Independent Consultant as to the amount of
the Environmental Costs shall be final and binding on each of the
parties hereto."
(c) Each of Seller and Purchaser shall be responsible for the
costs of its environmental consultant engaged to review the
Company's facilities and equipment. Seller and Purchaser will
share equally the costs of the Independent Consultant.
(d) The word "or" completing Section 10.1(a)(i) is hereby deleted.
(e) The punctuation mark ";" is hereby inserted in replacement for
the punctuation mark "." in Section 10.1(a)(ii).
(f) The following text is hereby added as Section 10.1(a)(iii):
"(iii) 90% of the first $1,000,000 of any fines or penalties
assessed within five years after the Closing Date resulting from
breaches of or non-compliance at the Company's facilities prior
to the Closing Date with Environmental Laws and 95% of the amount
of such fines and penalties in excess of $1,000,000; provided,
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however, that such indemnification is subject to that maximum
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amount specified in Section 10.1(b)(iii) and any amounts paid by
Global pursuant to this clause shall be taken into account when
determining the maximum amount of Losses under Section
10.1(b)(iii); or"(g) The following text is hereby added as
Section 10.1(a)(iv): "(iv) any litigation, claim or other action
brought by SCANA Corporation, the party that is the Company's
partner in the Subsidiary, or its Affiliates (collectively,
"SCANA") within six months after completion of the First Phase
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for any facts or circumstances relating to the Subsidiary arising
prior to the Closing Date; provided, however, that such
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indemnification is subject to that maximum amount specified in
Section 10.1(b)(iii) and any amounts paid by Global pursuant to
this clause shall be taken into account when determining the
maximum amount of Losses under Section 10.1(b)(iii)."
(h) The following text is hereby added as Section 10.1(d): "In order
to be indemnified for any Losses arising under Section
10.1(a)(iv), the Indemnified Parties (i) may not act as co-
plaintiff with, or aid or assist SCANA in such action and (ii)
must have acted in good faith and not have initiated, encouraged
or assisted SCANA in the bringing of such action; provided,
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however, that any act taken by Indemnified Parties that is
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required by applicable law, regulation or legal process shall not
be deemed to aid or assist SCANA under clauses (i) and (ii)."
(i) The following text is hereby added as Section 10.1(e): "In
determining whether there have been any breaches of Section 3.16,
none of the items referred to in Section 10.1(a)(iii) and Section
10.6 shall be taken into account."
(j) Section 8.1(c) is amended and restated in its entirety to be and
read as follows: "(c) by Purchaser, upon the occurrence after
December 31, 1997 of a Material Adverse Effect; provided,
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however, that none of the items referred to in this Amendment
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shall be taken into account in determining whether a Material
Adverse Effect has occurred for purposes of this clause (c)."
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(k) The words "or Affiliates" are hereby inserted in Section 11.5
after the words "wholly owned subsidiaries."
2. The Agreement, as amended by this Amendment, is and shall continue
to be in full force and effect and is hereby in all respects ratified and
confirmed. Nothing in this Amendment shall waive or be deemed to waive or
modify (except as expressly set forth herein) any rights or obligations of any
of the parties under the Agreement.
3. This Amendment shall be governed by, and construed in accordance
with, the laws of the State of New York without reference to the choice of law
principles thereof.
4. This Amendment may be executed in one or more counterparts each of
which shall be deemed to be an original by the parties executing such
counterpart, but all of which shall be considered one and the same instrument.
5. Notwithstanding anything to the contrary in Section 9.1 of the
Agreement, delivery of a Due Diligence Termination Notice shall not prejudice
Purchaser's rights provided in this Amendment..
IN WITNESS WHEREOF, this Amendment has been signed on behalf of each of the
parties hereto as of the date first written above.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By:
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Name:
Title:
A.P. GREEN INDUSTRIES, INC.
By:
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Name:
Title:
CHEMICAL LIME COMPANY
By:
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Name:
Title:
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EXHIBIT 21
FOR IMMEDIATE RELEASE
Contact: George Pasley
V. P. Communications
214-953-4510
Website: prnewswire.com/gix
SHELDON R. ERIKSON NOMINATED TO GLOBAL BOARD OF DIRECTORS
DALLAS, TX (April 1, 1999) - Sheldon R. Erikson, Chairman of the Board,
President and Chief Executive Officer of Cooper Cameron Corporation (NYSE: CAM)
has been nominated for election as a director of Global Industrial Technologies,
Inc. (NYSE: GIX) at Global's annual meeting on May 28, 1999. The position for
which Mr. Erikson has been nominated is currently filled by Samuel B. Casey, Jr.
who will retire as a director effective the date of the annual meeting.
"We are delighted that Mr. Erikson has agreed to join the Board. His long
experience in industry and management and with mergers and acquisitions makes
him uniquely qualified to provide our Company with independent judgment and
counsel," said Rawles Fulgham, Global's Chairman and Chief Executive officer.
"Just as we look forward to welcoming Mr. Erikson as a Board member, I speak on
behalf of my fellow directors in expressing our thanks and gratitude to Sam
Casey for his many years of service to our company. His wisdom and insights
will be missed."
Mr. Erikson, 57, has been Chairman of the Board of Cooper Cameron Corporation
since 1996, and President and Chief Executive Officer since January 1995. Prior
to that he was Chairman of the Board and Chief Executive Officer of The Western
Company of North America (NYSE), a worldwide petroleum service company engaged
in pressure pumping, well stimulating and cementing, and offshore contract
drilling, until its merger with BJ Services Company (NYSE). He was also
President of Joy Petroleum Equipment Group of Joy Manufacturing Company; served
as President of the Oilfield Services Group of NL Industries, Inc.; as well as
Executive Vice President and Chief Operating Officer of Digicon, Inc.; Group
Vice President of the Plastic and Chemicals Group of Hoover Universal
Corporation; and General Manager of the Mining Products Department of General
Electric Company.
Mr. Erikson is also a director of Triton Energy Corporation and Layne
Christensen Company.
