SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
(Amendment No. )(1)
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
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(Name of Issuer)
COMMON STOCK, $.25 PAR VALUE
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(Title of Class of Securities)
379-335-102
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 28, 1998
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
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(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 379 335 102 13D Page 2 of 11 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WHX CORPORATION (E.I.N.: 13-3768097)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-2,173,800(2)
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9 SOLE DISPOSITIVE POWER
-0-
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10 SHARED DISPOSITIVE POWER
-2,173,800-(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,173,800(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5)
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14 TYPE OF REPORTING PERSON*
HC and CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) By virtue of the fact that Wheeling-Pittsburgh Capital Corp. is a
wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share
voting and dispositive power with Wheeling-Pittsburgh Capital Corp.
<PAGE>
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CUSIP No. 379 335 102 13D Page 3 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WHEELING-PITTSBURGH CAPITAL CORP. (E.I.N.: 13-3723443)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
2,173,800(2)
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,173,800(2)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,173,800(2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(2) By virtue of the fact that Wheeling-Pittsburgh Capital Corp. is a
wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share
voting and dispositive power with Wheeling-Pittsburgh Capital Corp.
<PAGE>
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CUSIP No. 379 335 102 13D Page 4 of 11 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.25 par value per
share ("Common Stock"), of Global Industrial Technologies, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 2121 San Jacinto, Suite 2500, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(b); (f) Wheeling-Pittsburgh Capital Corp., a Delaware
corporation ("WPCC"), is a wholly owned subsidiary of WHX Corporation, a
Delaware corporation ("WHX"). The principal office of WPCC and WHX is located at
110 East 59th Street, New York, New York 10022.
(c) WHX is a holding company that has been structured to
invest in and/or acquire a diverse group of businesses on a decentralized basis,
with a corporate staff providing strategic direction and support where
appropriate. WHX's primary businesses currently are Handy & Harman ("H&H"), 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 Corporation ("WPC"), a vertically
integrated manufacturer of value-added and flat rolled steel products. WHX's
other businesses include Unimast Incorporated ("Unimast"), 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.
(d)-(e) During the last five years, neither WPCC, WHX nor, to
the best knowledge of WPCC or WHX, any of the persons listed on Schedule I to
this Schedule 13D (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
WPCC purchased a total of 2,173,800 shares (the "Shares") for
a total consideration of approximately $14.9 million. The source of such funds
was through a capital contribution from the general working capital of WHX.
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CUSIP No. 379 335 102 13D Page 5 of 11 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares as an investment,
both because of their interest in pursuing investments in complementary or
well-situated industrial enterprises, and because of their belief that the
Shares are an attractive investment opportunity due to the recent sharp decline
in stock market prices.
The Reporting Persons are currently assessing whether to
propose an acquisition of 100% of the Issuer's Common Stock, or whether to
propose that the Issuer's Board of Directors consider evaluating various
strategic alternatives aimed at enhancing shareholder value. In that regard, the
Reporting Persons would welcome the opportunity to have discussions with the
Issuer; additionally, the Reporting Persons may have discussions with other
shareholders. While the Reporting Persons would prefer to deal with the Issuer
on an amicable basis, the Reporting Persons reserve the right to make any
proposal directly to shareholders (whether by means of a tender offer or a
solicitation of proxies at the next annual meeting). It should be noted,
however, there can be no assurance that the Reporting Persons (or any of their
affiliates) will take any such actions or make any proposal to the Issuer or its
shareholders.
The Reporting Persons may acquire additional shares of Common
Stock in the open market or in privately negotiated transactions, or may sell
all or a portion of their holdings. Any such actions would depend, among other
things, on the availability of shares for purchase, the price levels of such
shares, and the effect of any legal impediments to further purchases; general
market and economic conditions; the on-going evaluation of the Issuer's
business, financial condition, operations and prospects; the relative
attractiveness of alternative business and investment opportunities; the actions
by the Board of Directors of the Issuer; and other future developments affecting
the Reporting Persons and the Issuer.
Although the foregoing activities represent the range of
activities within the current contemplation of the Reporting Persons, it should
be noted that the activities within such contemplated range are subject to
change at any time. Except as set forth above, the Reporting Persons have no
present plans or intentions which would result in or relate to any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As reported in its Quarterly Report on Form 10- Q for the
period ended April 30, 1998, the Issuer had 22,039,455 Shares of Common Stock
outstanding on June 12, 1998. The Reporting Persons beneficially own an
aggregate of 2,173,800 Shares,
<PAGE>
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CUSIP No. 379 335 102 13D Page 6 of 11 Pages
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representing approximately 9.9% of the outstanding shares of Common
Stock.
(b) WPCC has the power to direct the vote and disposition of
the Shares. By virtue of the fact that WPCC is a wholly owned subsidiary of WHX,
WHX is deemed to share voting and dispositive power of the Shares with WPCC.
(c) The following table sets forth the transactions in Shares
by the WPCC. Unless otherwise indicated, all such transactions took place on the
NYSE.
Shares of Purchase Price
Common Stock Per Share Date of Purchase
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300,000 $6.083 Sept. 15, 1998
317,500 $6.721 Sept. 16, 1998
403,000 $6.813 Sept. 25, 1998
640,000 $7.000 Sept. 28, 1998
63,300 $7.052 Sept. 29, 1998
440,000 $7.119 Oct. 1, 1998
10,000 $7.356 Oct. 2, 1998
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between WHX
and WPCC or among WHX, WPCC and any other person, with respect to any securities
of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement.
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CUSIP No. 379 335 102 13D Page 7 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 5, 1998 WHX CORPORATION
By:/S/ STEWART E. TABIN
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Stewart E. Tabin,
Assistant Treasurer
WHEELING-PITTSBURGH CAPITAL CORP.
By:/S/ STEWART E. TABIN
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Stewart E. Tabin,
Vice President
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CUSIP No. 379 335 102 13D Page 8 of 11 Pages
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SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE
OFFICERS OF WHX AND WPCC
Directors and Executive Officers of WHX. The following table sets forth
the name, business address, present principal occupation, and employment and
material occupations, positions, offices, or employments for the past five years
of certain directors, officers and employees of WHX. Unless otherwise indicated,
the principal business address of each executive officer of WHX is 110 East 59th
Street, New York, NY 10022 and each occupation set forth opposite and
individual's name refers to employment with WHX. Where no date is given for
commencement of the indicated office or position, such office or position was
assumed prior to October 5, 1993. Each person listed below is a citizen of the
United States.
NAME AND PRINCIPAL PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
BUSINESS ADDRESS POSITIONS HELD DURING THE PAST FIVE YEARS
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Neil D. Arnold..................... DIRECTOR. Group Finance Director
Varity Corporation since December 1996 and Executive
672 Delaware Avenue Vice President, Corporate
Buffalo, NY 14209 Development from September 1996
through December 1996 of Lucas
Varity plc, Senior Vice President
and Chief Financial Officer from
July 1990 through September 1996
of Varity Corporation. Lucas
Varity plc designs, manufactures
and supplies advanced technology
systems, products and services in
the world's automotive, diesel
engine and aerospace industries.
James G. Bradley................... EXECUTIVE VICE PRESIDENT.
Executive Vice President of WHX
and President and Chief Executive
Officer of WPSC since April 1998.
President and Chief Operating
Officer of Koppel Steel Company
from November 1997 to March 1998.
Vice President of WHX from
October 1995 to October 1997.
Executive Vice President-
Operations of WPSC from October
1995 to October 1997. Vice
President-Operations of
International Mill Service from
1992 to October 1995. Vice
President-Operations/Plant
Manager of USS/Kobe Steel Company
from 1990 to 1992.
Paul W. Bucha...................... DIRECTOR. Chairman of the Board
Paul W. Bucha and of Wheeling- Pittsburgh Steel
Company, Inc. Corporation ("WPSC") since April
Foot of Chapel Avenue 1998. President, Paul W. Bucha &
Jersey City, NJ 07305 Company, Inc., an international
marketing consulting firm from
1979 to April 1998. President,
BLHJ, Inc., an international
consulting firm, from July 1991
to April 1998. President,
Congressional Medal of Honor
Society of U.S., since September
1995.
Robert A. Davidow.................. DIRECTOR AND VICE CHAIRMAN OF THE
11601 Wilshire BOARD. Private investor since
Boulevard January 1990. Mr. Davidow is also
Suite 1940 a director of Arden Group, Inc.,
Los Angeles, CA 90025 a supermarket holding company.
<PAGE>
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CUSIP No. 379 335 102 13D Page 9 of 11 Pages
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William Goldsmith.................. DIRECTOR. Management and
Marketing Consultant since 1984.
Chairman of the Board of TMP,
Inc. from January 1991 to 1993.
Chairman of Overspin Golf since
1993. Chief Executive Officer of
Overspin Golf from January 1994
through October 1994. Chairman of
the Board and Chief Executive
Officer of Fiber Fuel
International, Inc., from 1994 to
1997. Life Trustee to Carnegie
Mellon University since 1980.
Ronald LaBow....................... CHAIRMAN OF THE BOARD. President,
Stonehill Investment Corp. since
February 1990. Mr. LaBow is also
a director of Regency Equities
Corp., a real estate company.
Robert D. LeBlanc.................. EXECUTIVE VICE PRESIDENT.
Executive Vice President of WHX
since April 1998. President and
Chief Executive Officer of Handy
& Harman since April 1998. (Handy
& Harman was acquired by WHX in
April 1998). President and Chief
Operating Officer of Handy &
Harman from July 1997 to April
1998. Executive Vice President of
Handy & Harman from November 1996
to July 1997. Executive Vice
President of Elf Atochem North
America, Inc. ("Elf Atochem")
from January 1994 to November
1996. Group President of Elf
Atochem from February 1990 to
January 1994.
Howard Mileaf...................... VICE PRESIDENT -- GENERAL
COUNSEL. Vice President --
General Counsel of WHX since
April 1998; Vice President --
Special Counsel of WHX from April
1993 to April 1998. Special
Counsel to WHX, from February
1992 to April 1993. Vice
President and General Counsel,
Keene Corporation, from August
1981 to August 1991.
Trustee/Director of Neuberger &
Berman Equity Mutual Funds, since
1984.
Paul J. Mooney..................... EXECUTIVE VICE PRESIDENT.
Executive Vice President of WHX,
WPC and WPSC since November 1997.
National Director of Cross Border
Filing Services with the
Accounting, Auditing and SEC
Services department of Price
Waterhouse LLP from July 1996 to
November 1997. Accounting and
Business Advisory Services
Department-- Pittsburgh Site
Leader of Price Waterhouse LLP
from 1988 until November 1997.
Client Service and Engagement
Partner of Price Waterhouse LLP
from 1985 until November 1997.
Arnold Nance....................... VICE PRESIDENT -- FINANCE. Vice
President -- Finance since April
1998. Vice President of
Development and Planning of Handy
& Harman since May 1998. Special
Assistant to the Chairman of the
Board of Directors since November
1995. Vice President of
Wheeling-Pittsburgh Radio
Corporation from July 1993 to
November 1995. Vice President and
Chief Financial Officer of SH
Holdings, Inc. from May 1991
through July 1993.
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CUSIP No. 379 335 102 13D Page 10 of 11 Pages
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Marvin L. Olshan................... DIRECTOR AND, SINCE 1991,
Olshan Grundman Frome SECRETARY OF WHX. Partner, Olshan
& Rosenzweig LLP Grundman Frome & Rosenzweig LLP,
505 Park Avenue since 1956.
New York, NY 10022
Stewart E. Tabin................... ASSISTANT TREASURER. Vice
President, Stonehill Investment
Corp.
Neale X. Trangucci................. ASSISTANT TREASURER. Vice
President, Stonehill Investment
Corp.
Raymond S. Troubh.................. DIRECTOR. Financial Consultant
10 Rockefeller Plaza for WHX in excess of past five
Suite 712 years. Mr. Troubh is also a
New York, NY 10021 director of ARIAD
Pharmaceuticals, Inc., Becton,
Dickinson and Company, a medical
instrumentation and equipment
company, Diamond Offshore
Drilling, Inc., Foundation Health
Systems, Inc., General American
Investors Company, Olsten
Corporation, a temporary help
company, Petrie Stores
Corporation, a retail chain,
Starwood Hotels & Resorts, Time
Warner Inc. and Triarc Companies,
Inc., restaurants and soft
drinks.
Directors and Executive Officers of WPCC. Set forth below are the name
and position with WPCC of each director and executive officer of WPCC. The
principal address of WPCC and the current business address of each individual
listed below is 110 East 59th Street, New York, NY 10022. Each such person is a
citizen of the United States. The present principal occupation or employment (in
addition to the position with WPCC indicated below), and material occupations,
positions, offices or employments for the past five years of each person is set
in "Directors and Executive Officers of WHX" above.
NAME PRESENT POSITION
WITH WPCC
Ronald LaBow.............................. Director; President
Howard Mileaf............................. Director; Vice-President
Stewart E. Tabin.......................... Director; Vice-President;
Treasurer
Neale X. Trangucci........................ Director; Secretary
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities
Exchange Act of 1934, the entities below agree to the joint filing on behalf of
each of them of this Statement on Schedule 13D (including any and all amendments
thereto) with respect to the Common Stock of Global Industrial Technologies,
Inc., and further agree that this Joint Filing Agreement is included as an
Exhibit to such joint filing. In evidence thereof, the undersigned, being duly
authorized, hereby execute this Agreement.
WHX CORPORATION
By:/S/ STEWART E. TABIN
--------------------
Stewart E. Tabin,
Assistant Treasurer
WHEELING-PITTSBURGH CAPITAL CORP.
By:/S/ STEWART E. TABIN
--------------------
Stewart E. Tabin,
Vice President
