<PAGE>
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. 1)
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. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9") which relates to Global
Industrial Technologies, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 2121 San Jacinto
Street, Suite 2500, Dallas, Texas 75201. The class of equity securities to
which this Schedule 14D-9 relates is the Common Stock, par value $0.25 per share
(the "Common Stock"), together with the Rights (as defined in Item 8 below)
issued pursuant to the Rights Agreement, dated as of October 31, 1995, as
amended on February 16, 1998, September 18, 1998, October 5, 1998, January 9,
1999, June 6, 1999 and July 9, 1999 (the "Rights Agreement"), between the
Company and The Bank of New York, as Rights Agent (the Common Stock, together
with the Rights, are hereinafter referred to as the "Shares.").
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 9 -- Text of Press Release, dated July 21, 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: July 21, 1999
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Exhibit List
Exhibit 9 -- Text of Press Release, dated July 21, 1999.
<PAGE>
Exhibit 9
CONTACT: George Pasley
Vice President Communications
Global Industrial Technologies, Inc.
214-953-4510
GLOBAL INDUSTRIAL TECHNOLOGIES REPORTS
SECOND QUARTER RESULTS
DALLAS, July 21, 1999 - Global Industrial Technologies, Inc. (NYSE: GIX), a
Dallas-based industrial manufacturing company, today reported net earnings from
continuing operations for the second quarter ended June 30, 1999, of $4.8
million, or $.22 per basic share, on revenues of $131.6 million. Global also
recognized in the quarter, a one-time gain of $13.8 million, or $.62 per basic
share, on the sale of its Lime business and an additional $.9 million loss when
the Company revised its estimate of liabilities retained in the sale of INTOOL
in 1998. Net earnings for the quarter, including the effect of discontinued
operations, were $17.9 million, or $.81 per basic share.
For the three months ended April 30, 1998, Global had net earnings of $.5
million, or $.02 per basic share, on revenues of $106.9 million from continuing
operations. On its discontinued operations, Global recorded a $86.1 million gain
on the sale of INTOOL, and net earnings of $2.4 million.
Global's net earnings from continuing operations, for the six months ended June
30, 1999, were $8.2 million, or $.37 per basic share, on revenues of $273.7
million. The six months results for discontinued operations included an
additional $24.8 million net after tax charge on the sale of Ameri-Forge
Corporation, in addition to the $13.8 million gain on the sale of Lime and the
$.9 million INTOOL charge. Discontinued operations net earnings were $.3 million
for the six months.
For the six months ended April 30, 1998, Global incurred a net loss from
continuing operations of $1.3 million, or $.06 per basic share, on revenues of
$204.2 million.
The Refractory Products and Minerals segment reported second quarter revenues of
$121.4 million and operating profits of $12.4 million compared to revenues of
$94.7 million and operating profits of $8.7 million during the three months
ended April 30, 1998. For the first half of 1999, the segment reported revenues
of $247.8 million and operating profits of $23.6 million, compared with $179.2
million and $12.5 million, respectively, for the six months ended April 30,
1998.
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The company's shredding and recycling businesses and Corrosion Technology unit,
which are reported under All Other, generated revenues of $9.8 million and
operating profits of $1.9 million in the second quarter of 1999, compared with
revenues of $11.1 million and an operating loss of $1.3 million for the three
months ended April 30, 1998. For the first six months of 1999, the segment
reported revenues of $25.2 million and operating profits of $4.4 million,
compared with revenues of $22.8 million and an operating loss of $1.4 million
for the six months ended April 30, 1998.
In the second quarter of 1999, Global recorded a $1.4 million gain on the sale
of Refractory Product and Mineral assets which had already been written off as
part of the restructuring charges taken in the third quarter of 1998.
On July 12, 1999, Global entered into a definitive agreement with RHI AG under
which a subsidiary of RHI has made a cash tender offer to purchase all
outstanding shares of Global for $13 per share, or approximately $300 million.
The total transaction value, including Global's indebtedness, will be over $500
million. The completion of the tender offer is conditioned on at least a
majority of the outstanding Global shares having been tendered and not
withdrawn, RHI's obtaining arrangement of financing and regulatory and other
customary conditions.
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.
# # #
(tables attached)
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GLOBAL INDUSTRIAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In millions except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, April 30, June 30, April 30,
1999 1998 1999 1998
------------------------------ --------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues
Net sales and operating revenues $ 131.2 $ 106.6 $ 273.0 $ 203.5
Other 0.4 0.3 0.7 0.7
------------- ------------ ------------- -------------
Total Revenues 131.6 106.9 273.7 204.2
------------- ------------ ------------- -------------
Costs and Expenses
Cost of sales 97.3 81.3 204.3 156.3
Selling, engineering, administrative and
General expenses 26.8 19.5 53.0 42.5
Restructuring expenses (1.4) (1.4)
Interest expense 3.6 1.6 7.9 3.3
Other - net (0.8) 3.2 (0.4) 3.9
------------- ------------ ------------- -------------
Total Costs and Expenses 125.5 105.6 263.4 206.0
------------- ------------ ------------- -------------
Earnings (loss) from continuing operations
before income taxes 6.1 1.3 10.3 (1.8)
Income tax benefit (expense) (1.3) (0.8) (2.1) 0.5
------------- ------------ ------------- -------------
Earnings (loss) from continuing operations 4.8 0.5 8.2 (1.3)
Discontinued operations:
Gain (loss) on sale of discontinued operations less applicable
Income taxes of $23.9, $40.2, $8.7 and $40.2 12.9 86.1 (11.9) 86.1
Earnings (loss) from discontinued operations less applicable
Income taxes of $.2, $.1, $.2 and $1.7 0.2 2.4 0.3 5.0
------------- ------------ ------------- -------------
Net earnings (loss) $ 17.9 $ 89.0 $ (3.4) $ 89.8
============ =========== ============ =============
Basic earnings (loss) per common share:
Continuing operations $ 0.22 $ 0.02 $ 0.37 $ (0.06)
============ =========== ============ =============
Discontinued operations $ 0.59 $ 4.03 $ (0.52) $ 4.15
============ =========== ============ =============
Net earnings (loss) $ 0.81 $ 4.05 $ (0.15) $ 4.09
============ =========== ============ =============
Diluted earnings (loss) per common share:
Continuing operations $ 0.21 $ 0.02 $ 0.36 $ (0.06)
============ =========== ============ =============
Discontinued operations $ 0.58 $ 4.00 $ (0.51) $ 4.15
============ =========== ============ =============
Net earnings (loss) $ 0.79 $ 4.02 $ (0.15) $ 4.09
============ =========== ============ ============
</TABLE>
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GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
1999 VS. 1998 SEGMENT
(In millions except per share data)
<TABLE>
<CAPTION>
1999 1998
Three Months Six Months Three Months Six Months
June 30 Mar 31 June 30 April 30 Jan 31 April 30
-------------------------------------- -----------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Refractory Products and Minerals
Sales and Operating Revenues $ 121.4 $ 126.4 $ 247.8 $ 94.7 $ 84.5 $ 179.2
Operating Profit (Loss) 12.4 11.2 23.6 8.7 3.8 12.5
All Other
Sales and Operating Revenues 9.8 15.4 25.2 11.1 11.7 22.8
Operating Profit (Loss) 1.9 2.5 4.4 (1.3) (0.1) (1.4)
Divested Operations
Sales and Operating Revenues 0.8 0.7 1.5
Operating Profit (Loss) 0.0 0.0 0.0 (0.3) (0.1) (0.4)
Partnership Operations
Operating Profit (Loss) 0.0 0.0 0.0 (0.5) 0.0 (0.5)
Total Continuing Operations
Sales and Operating Revenues 131.2 141.8 273.0 106.6 96.9 203.5
Inter-Segment Sales 0.0 0.0 0.0 0.0 0.0 0.0
-------------------------------------- -----------------------------------------
Consolidated Sales 131.2 141.8 273.0 106.6 96.9 203.5
Other Revenues 0.4 0.3 0.7 0.3 0.4 0.7
-------------------------------------- -----------------------------------------
Consolidated Revenues 131.6 142.1 273.7 106.9 97.3 204.2
-------------------------------------- -----------------------------------------
Operating Profit 14.3 13.7 28.0 6.6 3.6 10.2
General Corporate Expense (6.0) (5.2) (11.2) (3.7) (5.0) (8.7)
Interest Expense (3.6) (4.3) (7.9) (1.6) (1.7) (3.3)
Restructuring Charges 1.4 0.0 1.4 0.0 0.0 0.0
-------------------------------------- -----------------------------------------
Continuing Operations Earnings
(Loss) Before Taxes 6.1 4.2 10.3 1.3 (3.1) (1.8)
Income Tax Benefit (Expense) (1.3) (0.8) (2.1) (0.8) 1.3 0.5
-------------------------------------- -----------------------------------------
Net Earnings (Loss) From Continuing
Operations $ 4.8 $ 3.4 $ 8.2 $ 0.5 $ (1.8) $ (1.3)
====================================== =========================================
Continuing Operations
Basic Earnings (Loss) Per Share $ 0.22 $ 0.15 $ 0.37 $ 0.02 $ (0.08) $(0.06)
====================================== =========================================
Basic Average Shares Outstanding 22,341 22,260 22,301 21,961 21,920 21,940
</TABLE>
