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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. 10)
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. 10 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 (as so
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 7. Certain Negotiations and Transactions by the Subject Company.
Item 7, paragraph (a - b) is hereby supplemented and amended by adding
the following paragraph:
On April 21, 1999 the Company announced that it has entered into
negotiations with respect to a possible transaction that could involve a
merger of the Company. These discussions, which are in preliminary
stages with third parties, are the result of the Company's previously
announced efforts to explore and evaluate financial alternatives. No
assurances can be given that a definitive agreement will be entered into
with respect to any transaction and the Company does not expect to make
any further announcements with respect thereto unless and until a
definitive agreement is executed.
Item 9. Material to be Filed as Exhibits
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 22 Text of Press Release, dated April 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
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Name: Jeanette H. Quay
Title: Vice President, General Counsel and Secretary
Dated: April 21, 1999
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Exhibit 22
FOR IMMEDIATE RELEASE
Contact: George Pasley
V. P. Communications
214-953-4510
Website: prnewswire.com/gix
GLOBAL ENTERS INTO NEGOTIATIONS REGARDING POSSIBLE MERGER
DALLAS, TX (April 21, 1999) -- Global Industrial Technologies, Inc. (NYSE: GIX),
a Dallas-based industrial manufacturing company, announced that it has entered
into negotiations with respect to a possible transaction that could involve a
merger of the Company. These discussions, which are in preliminary stages with
third parties, are the result of the Company's previously announced efforts to
explore and evaluate financial alternatives. No assurances can be given that a
definitive agreement will be entered into with respect to any transaction and
the Company does not expect to make any further announcements with respect
thereto 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.
Statements the Company may publish, including those in this announcement, that
are not strictly historical are "forward-looking" statements under the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Although the 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, cyclicity 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 SEC
reports including quarterly reports on Form 10-Q, annual reports on Form 10-K
and reports on Form 8-K.
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
Global Industrial Technologies, Inc. (the "Company") and certain other
persons named below may be deemed to be participants in the solicitations of
proxies against the proposals of WHX Corporation. The participants in this
solicitation may include (i) the directors of the Company: David H. Blake,
Richard W. Vieser, Samuel B. Casey, Jr., Rawles Fulgham and Graham L. Adelman
and (ii) the following executive officers and employees of the Company: Rawles
Fulgham (Chairman and Chief Executive Officer), Graham L. Adelman (President and
Chief Operating Officer), Alfred L. Williams (Senior Vice President and Chief
Financial Officer), Donna Reeves (Vice President and Controller), Jeanette H.
Quay (Vice President, General Counsel and Secretary), James Alleman (Vice
President-Human Resources), and George Pasley (Vice President-Communications),
Juan M. Bravo (Vice President). As of the date of this communication, none of
the foregoing participants individually beneficially own in excess of .1% of the
Company's common stock or in the aggregate in excess of 2% of the Company's
common stock.
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