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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. 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") 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 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by adding the following exhibit:
Exhibit 12 -- Text of Press Release, dated January 19, 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.
/s/ Jeanette H. Quay
By:
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Name: Jeanette H. Quay
Title: Vice President, General Counsel and
Secretary
Dated: January 19, 1999
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Exhibit List
Exhibit 12 -- Text of Press Release, dated January 19, 1999.
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EXHIBIT 12
FOR IMMEDIATE RELEASE
Investor Contact: George Pasley
V. P. Communications
214-953-4510
Website: prnewswire.com/gix
GLOBAL INDUSTRIAL STOCKHOLDERS REJECT WHX TENDER OFFER
--WHX offer supported by only 17 percent of Global shares
Dallas, TX (January 19, 1999) Global Industrial Technologies, Inc. (NYSE: GIX)
today stated that the results of WHX's unsolicited $10.50 cash per share offer
demonstrates that Global stockholders agree with their Board of Directors that
the WHX offer is not in the best interests of the stockholders and the Company.
Rawles Fulgham, Chairman and Chief Executive Officer of Global, stated, "WHX has
tested the market's reaction to its offer and its offer failed the test. We see
no constructive point in WHX's decision to extend its offer for another two
weeks, and no constructive role for a hand-picked nominee of a company making an
inadequate offer to play on the Global board.
"WHX's tender offer is an unwanted distraction at a time when it is important
that every member of Global management and every Global employee remain focused
on capitalizing on the opportunities we have before us.
"For the reasons previously stated in Global's Schedule 14D-9, the Board of
Directors continues to unanimously recommend that Global stockholders reject the
WHX offer and not tender any of their shares to WHX. We strongly urge those
stockholders that have tendered their shares to WHX to withdraw their shares."
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.
This document and the attachments hereto may contain certain statements that are
not strictly historical and are considered "forward-looking" statements under
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although the
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Company believes the expectations reflected in such forward-looking statements
are based on reasonable assumptions, it can give no assurance that its
expectations will be realized. Forward-looking statements involve known and
unknown risks which may cause the Company's actual results and corporate
developments to differ materially from those expected. Factors that could cause
results and developments to differ materially from the Company's expectations
include, without limitation, changes in manufacturing and shipment schedules,
delays in completing plant construction and acquisitions, currency exchange
rates, new product and technology developments, competition within each business
segment, cyclicality of the markets for the products of a major segment,
litigation, significant cost variances, the effects of acquisitions and
divestitures, and other risks described from time to time in the Company's
reports with the Securities and Exchange Commission including quarterly reports
on Form 10-Q, annual reports on Form 10-K and reports on Form 8-K.
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