-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVnO4nyicSCgPcxM1DRkIPpIoeVZsw8nYsPvIqjwPA5V/eFhU3JWk5u33YiajgC2 8UhTWsfzen/1rugoJwQB6g== 0000921895-99-000404.txt : 19990624 0000921895-99-000404.hdr.sgml : 19990624 ACCESSION NUMBER: 0000921895-99-000404 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL INDUSTRIAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000887941 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 752617871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-42674 FILM NUMBER: 99635378 BUSINESS ADDRESS: STREET 1: 2121 SAN JACINTO ST STE 2500 STREET 2: SAN JACINTO TWR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149534500 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO ST STE 2500 STREET 2: SAN JACINTO TWR CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: INDRESCO INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555200 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH STEEL CORP DATE OF NAME CHANGE: 19910130 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING STEEL CORP DATE OF NAME CHANGE: 19690202 SC 14D1/A 1 SCHEDULE 14D1/A - AMENDMENT NO. 10 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- AMENDMENT NO. 10 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D (AMENDMENT NO. 12) UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------- GLOBAL INDUSTRIAL TECHNOLOGIES, INC. (Name of Subject Company) WHX CORPORATION GT ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $.25 PER SHARE (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) (Title of Class of Securities) 379335 10 2 (CUSIP Number of Class of Securities) MR. RONALD LABOW CHAIRMAN OF THE BOARD WHX CORPORATION 110 EAST 59TH STREET NEW YORK, NY 10022 TELEPHONE: (212) 355-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) with a copy to: STEVEN WOLOSKY, ESQ. OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP 505 PARK AVENUE NEW YORK, NEW YORK 10022 TELEPHONE: (212) 753-7200 This Statement amends and supplements (i) the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on December 17, 1998, by GT Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of WHX Corporation, a Delaware corporation (the "Parent"), to purchase all of the outstanding shares of Common Stock, par value $0.25 per share (the "Shares"), of Global Industrial Technologies, Inc. (the "Company"), including the associated Preferred Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of October 31, 1995, as amended on February 16, 1998, September 18, 1998, October 5, 1998 and February 9, 1999 (as so amended, the "Rights Agreement"), between the Company and The Bank of New York, as Rights Agent, at a price of $10.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 1998 (the "Offer to Purchase"), as amended by the Supplement thereto dated May 21, 1999 (the "Supplement") and the related revised Letter of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer") and (ii) the Schedule 13D filed by the Parent, the Purchaser and Wheeling Pittsburgh Capital Corp., a wholly owned subsidiary of the Parent, with respect to the Shares. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended and supplemented by adding thereto the following: On May 26, 1999, the Parent issued a press release in response to the Company's recent rejection of the Offer and the postponement of the Company's annual meeting. The foregoing description of the press release is qualified in its entirety by reference to a copy of the press release which is attached hereto as Exhibit (a)(22) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding thereto the following (a) (22) Text of press release of WHX Corporation dated May 26, 1999. -2- SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: May 26, 1999 WHX CORPORATION By: /s/ Stewart E. Tabin ------------------------------------ Name: Stewart E. Tabin Title: Assistant Treasurer GT ACQUISITION CORP. By: /s/ Stewart E. Tabin ------------------------------------ Name: Stewart E. Tabin Title: Vice President -3- EXHIBIT INDEX EXHIBIT NUMBER PAGE - -------------------------------------------------------------------------------- (a) (22) Text of press release of WHX Corporation dated May 26, 1999. 5 -4- EX-99.(A)(22) 2 PRESS RELEASE Exhibit (a)(22) FOR IMMEDIATE RELEASE WHX RESPONDS TO GLOBAL INDUSTRIAL TECHNOLOGY'S REJECTION OF IT $11.50 PER SHARE TENDER OFFER AND REQUESTS REINSTATEMENT OF ANNUAL MEETING New York - May 26, 1999 - WHX Corporation (NYSE: WHX) announced today that it is disappointed with Global Industrial Technology's (NYSE: GIX) recent rejection of WHX's $11.50 per share tender offer to acquire all of the outstanding shares of Global, as well as with the postponement of its annual meeting. WHX issued the following statement in response to yesterday's announcement from Global: "This latest maneuver is yet another attempt by Global's management and board of directors to subvert shareholder democracy and to avoid having to answer unpleasant questions about their stewardship of the company. Coming on the heels of the recommendation by Institutional Shareholder Services supporting WHX's efforts to elect a single dissident nominee to the Board of Directors, it is no surprise that Global would rather delay shareholders' ability to register their dissatisfaction with the current management and board of directors." "Having tied themselves up in an exclusive negotiation pact for the second time this month, the Global board of directors is now using that arrangement as an excuse to procrastinate and delay the annual meeting. When the first exclusive negotiation period expired, Global announced it was no longer in any merger discussions, only to reverse course later that day. Frankly, all shareholders should regard these exclusive pacts with a large degree of skepticism, and should join WHX in contacting Global directly to demand the reinstatement of the May 28 annual meeting." WHX is a holding company that has been structured to invest in and/or acquire a diverse group of businesses on a decentralized basis. WHX's primary businesses currently are Handy & Harman, a diversified manufacturing company whose strategic business segments encompass, among others, specialty wire and tubing, and precious metals plating, stamping and fabrication, and Wheeling-Pittsburgh Steel Corporation, a vertically integrated manufacturer of value-added and flat rolled steel products. WHX's other businesses include Unimast Incorporated, a leading manufacturer of steel framing and other products for commercial and residential construction and WHX Entertainment Corp., a co-owner of a racetrack and video lottery facility located in Wheeling, West Virginia. # # # Contacts: Abernathy MacGregor Frank Patricia Sturms/Kate Huneke (212) 371-5999 -----END PRIVACY-ENHANCED MESSAGE-----