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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. 3)
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. 3 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 8. Additional Information to be Furnished.
Item 8(a) is hereby amended and supplemented by deleting the fourth
paragraph in its entirety and adding in its place the following two paragraphs:
On February 9, 1999, the Company amended its Rights Agreement by
adoption of the Fourth Amendment to Rights Agreement, dated as of February
9, 1999 (the "Fourth Amendment"). The Fourth Amendment amends various
provisions of the Rights Agreement to, among other things, eliminate
references to Continuing Directors. The Fourth Amendment was adopted by
the Company in light of a recent decision by the Delaware Supreme Court in
a case unrelated to the Company with respect to the validity of
"Continuing Director" provisions in shareholder rights plans. The
Company's adoption of the Fourth Amendment is not in reaction to or related
in any manner to Bidder's unsolicited tender offer to acquire the Company
which the Board of Directors of the Company has determined is inadequate
and not in the best interests of the Company's stockholders.
The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text
of the Rights Agreement as set forth in the Company's Form 8-B, dated
October 31, 1995, the Company's Form 8-A/A, dated March 12, 1998, the
Company's Form 8-A/A, dated September 18, 1998, the Company's Form 8-A/A,
dated October 5, 1998, and the Company's Form 8-A/A, dated February 17,
1999, each as filed with the Securities and Exchange Commission.
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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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Jeanette H. Quay
Vice President, General Counsel and
Secretary
Dated: February 17, 1999
