SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 12
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. 14)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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
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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, February 9, 1999 and June 6, 1999 (as so amended, the "Rights
Agreement"), between the Company and The Bank of New York, as Rights Agent, at a
price of $11.50 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 June 25, 1999, the Parent issued a press release which
announced the extension of the Offer to 5:00 p.m., New York City time, on July
13, 1999, unless further extended. The Parent also announced that it had been
advised by Harris Trust and Savings Bank, Depositary for the Offer, that to date
approximately 4,716,239 Shares had been validly tendered and not withdrawn. 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)(24) and is incorporated herein by reference.
Item 10(a) is hereby amended and supplemented by adding
thereto the following:
On June 21, 1999 the Company reported that, based on the votes
of the Company's stockholders as certified by the inspector of the election, Mr.
Ronald LaBow has been elected to serve as a Class I director of the Company. Mr.
LaBow is currently Chairman of the Board of Directors of the Parent and a
Director and President of the Purchaser.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a) (24) Text of press release of WHX Corporation dated June 25,
1999.
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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: June 25, 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
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
(a) (24) Text of press release of WHX Corporation
dated June 25, 1999. 5
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Exhibit (a)(24)
CONTACTS:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
WHX CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR GLOBAL
INDUSTRIAL TECHNOLOGIES TO JULY 13, 1999
New York-June 25, 1999--WHX Corporation (NYSE: WHX) announced
today that its cash tender offer for any and all outstanding shares (other than
the 2,173,800 shares currently owned by WHX) of Global Industrial Technologies,
Inc. (NYSE: GIX ) at $11.50 per share will be extended until 5:00 p.m., New York
City time, on July 13, 1999, unless again extended. The number of shares of
Global tendered and not withdrawn, in addition to the number of shares of Global
currently owned by WHX, represent about 30.9% of the approximately 22.3 million
shares of Global that are currently outstanding.
The depositary for the tender offer, Harris Trust and Savings
Bank, has advised WHX that to date 4,716,239 shares of Global had been tendered
and not withdrawn. WHX, along with GT Acquisition Corp., Mr. Ronald LaBow and
Mr. Marvin Olshan, may be deemed to be participants in the solicitation of
proxies in connection with the 1999 Annual Meeting of Global.
The tender offer remains subject to, among other things, the
Rights Condition, the Supermajority Condition, the Business Combination
Condition and the Defensive Action Condition, all as described in the Offer to
Purchase previously mailed to Global stockholders.
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.
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