SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
AMENDMENT NO. 11
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. 13)
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
<PAGE>
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 $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 7, 1999, the Parent issued a press release which announced the
extension of the Offer to 5:00 p.m., New York City time, on June 24, 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 4,755,003 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)(23) 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) (23) Text of press release of WHX Corporation dated June 7, 1999.
-2-
<PAGE>
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 7, 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-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
- --------------------------------------------------------------------------------
(a) (23) Text of press release of WHX Corporation dated June 7, 1999. 5
-4-
Exhibit (a)(23)
CONTACTS:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
WHX CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR GLOBAL
INDUSTRIAL TECHNOLOGIES TO JUNE 24, 1999
New York-June 7, 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 June 24, 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 31.1% 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 4,755,003 shares of Global had been tendered and not
withdrawn. WHX announced that it is looking forward to the opportunity to
address fellow Global shareholders at the Annual Meeting, scheduled to take
place later today. 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.
# # #
-5-
