SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 8
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. 10)
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
<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
$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"), and in the related 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
Item 3 is hereby amended and supplemented by adding thereto the following:
On April 27, 1999, the Parent and the Company entered into a
confidentiality agreement (the "Confidentiality Agreement"), pursuant to which
the Company may furnish the Parent with certain non-public information
concerning the Company and its affairs. The Parent believes that the Company has
entered into similar confidentiality agreements with other parties. No assurance
can be given that any discussions or negotiations between the Company and the
Parent may take place, or that any agreement to consummate a transaction will be
reached, as a result of the parties entering into the Confidentiality Agreement.
A copy of the Confidentiality Agreement is attached hereto as Exhibit (a)(15)
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) (15) Confidentiality Agreement, dated April 27, 1999, between
Global Industrial Technologies, Inc. and WHX Corporation.
-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: April 28, 1999
WHX CORPORATION
By: /s/ Ronald LaBow
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Name: Ronald LaBow
Title: Chairman of the Board
GT ACQUISITION CORP.
By: /s/ Ronald LaBow
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Name: Ronald LaBow
Title: President
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
(a) (15) Confidentiality Agreement, dated April 27, 1999, between 5
Global Industrial Technologies, Inc. and WHX Corporation.
-4-
Exhibit (a)(15)
[Global Industrial Technologies Letterhead]
April 27, 1999
Ronald LaBow
WHX Corporation
110 East 59th Street, 30th Floor
New York, New York 10022
Dear Mr. LaBow:
You have requested information from Global Industrial Technologies,
Inc. (the "Company") in connection with your consideration of a possible
transaction between us. The Company is willing to furnish such information to
you only for the purpose of evaluating such transaction and pursuant to the
terms of this letter agreement (this "Agreement"). You agree that such
information and any other information the Company or its Representatives (as
hereinafter defined) furnish to you or your Representatives, together with any
reports, analyses, compilations, memoranda, notes and any other writings
prepared by you or your Representatives which contain, reflect or are based upon
such information (collectively the "Evaluation Material"), will be treated
confidentially and will be used solely for the purpose of evaluating a possible
transaction between the Company and you; provided, however, that (i) any of such
information may be disclosed to officers, directors, employees, counsel,
investment bankers, accountants and other representatives (such persons being
generally referred to herein as "Representatives") of yours who need to know
such information for the purpose of evaluating a possible transaction between us
(it being understood that you will cause your Representatives to treat such
information confidentially and in accordance with the terms hereof), and (ii)
any disclosure of such information may be made to which the Company consents in
writing.
You agree that neither you nor any of your Representatives will discuss
a transaction involving the Company with any other person or disclose to any
other person either the fact that discussions or negotiations are taking place
concerning a possible transaction or any of the terms, conditions or other facts
with respect to any such possible transaction, including the status thereof;
provided, however, that you may make such disclosure to the extent required to
be made by you in order to avoid violating the federal securities laws and you
are otherwise not in breach of this Agreement. The term "person" as used in this
letter shall be broadly interpreted to include, without limitation, the media
and any corporation, company, group, partnership or individual.
In the event that you or any of your Representatives are required to
disclose any Evaluation Material (i) in connection with any judicial or
administrative proceedings (by oral questions, interrogatories, requests for
information or documents, subpoena, Civil Investigation Demand or similar
process) or (ii) in order, in the opinion of your outside counsel, to avoid
violating the federal securities laws, you will in advance of such disclosure
provide the Company with prompt notice of such requirement(s). You also agree,
to the extent legally permissible, to provide the Company, in advance of any
such disclosure, with copies of any Evaluation Material
<PAGE>
you intend to disclose (and, if applicable the text of the disclosure language
itself) and to cooperate with the Company to the extent it may seek to limit
such disclosure. If, in the absence of a protective order or the receipt of a
waiver from the Company after a request in writing therefor is made by you (such
request to be made as soon as practicable to allow the Company a reasonable
amount of time to respond thereto), you or your Representatives are legally
required to disclose Evaluation Material to any tribunal or in order to comply
with the federal securities laws, you may disclose such information without
liability hereunder.
In consideration for being furnished with the Evaluation Material you
agree that prior to the earlier of (x) the second anniversary of this Agreement
and (y) the execution by you and the Company of a definitive binding agreement
with respect to a transaction between you and the Company, unless the Company's
Board of Directors shall otherwise request in writing in advance, you shall not,
and shall cause your Representatives and affiliates not to (and you and they
shall not assist, form a group, act in concert or participate with or encourage
other persons to), directly or indirectly, (i) acquire or offer to acquire,
seek, propose or agree to acquire, by means of a purchase, agreement, business
combination or in any other manner, beneficial ownership of any securities or
assets of the Company, including rights or options to acquire such ownership,
other than (x) at a price per common share of the Company of not less than
$10.50 and pursuant to the tender offer for all of the outstanding shares of
common stock of the Company commenced by you on December 17, 1998 (as amended
from time to time, the "Offer") or any future similar offer) to purchase all of
the shares of common stock of the Company at a price per common share of the
Company of not less than $10.50, or (y) pursuant to a stock dividend or rights
offering or similar offering by the Company to its stockholders to purchase
shares of common stock or other securities of the Company, (ii) seek or propose
to influence, advise, change or control the management, Board of Directors,
governing instruments or policies or affairs of the Company, including, without
limitation, by means of a solicitation of proxies (as such terms are defined in
Rule 14a-1 of Regulation 14A promulgated pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), disregarding
clause (iv) of Rule 14a-1(1)(2) and including any exempt solicitation pursuant
to Rule 14a-2(b)(1)), contacting any person relating to any of the matters set
forth in this Agreement or seeking to influence, advise or direct the vote of
any holder of voting securities of the Company, other than in connection with
your solicitation of proxies for the Company's 1999 annual meeting as to which
you filed a definitive proxy statement on February 11, 1999 (as such proxy
statement may be supplemented or amended from time to time prior to the 1999
annual meeting), or any other future solicitation by you in connection with any
annual or special meeting of the Company pursuant to which the management of the
Company shall solicit proxies, or making a request to amend or waive any
provision of this paragraph, or the second paragraph of this letter or (iii)
make any public disclosure, or take any action which could require the Company
to make any public disclosure, with respect to any of the matters set forth in
this Agreement (other than with respect to the matters specifically exempted
from the restrictions set forth in this paragraph or as is required to be made
by you in order to avoid violating the federal securities laws). In addition,
for a period of 30 days from the date of this Agreement, you shall not and shall
cause your Representatives and affiliates not to amend or supplement the Offer
other than (i) to extend the expiration date of the Offer, (ii) to increase the
price per common share of the Offer to greater than $10. 50, (iii) disclose the
existence of this Agreement or (iv) except as otherwise required to be made by
you in order to avoid violating the federal securities laws.
<PAGE>
In the event that no transaction is effected involving you and the
Company after you have been furnished with Evaluation Material, you shall (and
you shall cause your Representatives to) promptly, upon the request of the
Company, deliver to the Company the Evaluation Material, including any notes
relating thereto, without retaining any copy thereof. If requested by the
Company, an appropriate officer of yours shall certify to the Company that all
such material has been so delivered.
For a period of two years from the date hereof, you agree that you and
your affiliates shall not, directly or indirectly, solicit any then-current
customers or suppliers of the Company's business or hire or seek to hire any
management level employees or officers of the Company.
The term "Evaluation Material" does not include information which (i)
is already in your possession, (ii) was or becomes generally available to you or
the public on a non-confidential basis; provided that the source of the
information in either clause (i) or (ii) was not the Company or its
Representatives or bound by a confidentiality agreement or (iii) is otherwise
independently developed by you without reference to the information supplied to
you. The term "affiliate" as used in this letter shall have the meaning ascribed
to such term in Rule 12b-2 of the General Rules and Regulations under the
Exchange Act.
Although we have endeavored to include in the Evaluation Material
information known to us which we believe to be relevant for the purpose of your
investigation, you understand that we do not make any representation or warranty
as to the accuracy or completeness of the Evaluation Material. You agree that
neither the Company nor its Representatives shall have any liability to you or
any of your Representatives resulting from the use of the Evaluation Material
supplied by us or our Representatives.
It is agreed that no failure or delay by the Company in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any right, power or privilege.
You agree that the Company, without prejudice to any rights to judicial
relief it may otherwise have, shall be entitled to seek equitable relief,
including injunction, in the event of any breach of the provisions of this
Agreement and that you shall not oppose the granting of such relief on the basis
that the Company has an adequate remedy at law. You also agree that you shall
not seek and agree to waive any requirement for the securing or posting of a
bond in connection with the Company's seeking or obtaining such relief.
It is further understood and agreed that unless and until the execution
and delivery of a definitive agreement with respect to any transaction referred
to in the first paragraph of this letter, neither the Company nor you intends to
be, nor shall either of us be, under any legal obligation of any kind whatsoever
with respect to such a transaction or otherwise, by virtue of any written or
oral expressions by our respective Representatives with respect to such a
transaction, except for the matters specifically agreed to in this letter. This
provision may only be modified or waived by a separate writing signed by the
Company and you expressly so modifying or waiving this provision.
<PAGE>
You hereby confirm that you are aware and that your Representatives
have been advised that the United States securities laws prohibit any person who
has material non-public information about a company from purchasing or selling
securities of such company.
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.
If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this letter, whereupon this letter will
constitute our agreement with respect to the subject matter hereof.
Very truly yours,
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
/S/ JEANETTE H. QUAY
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By: Jeanette H. Quay
Title: Vice President-General Counsel and
Secretary
CONFIRMED AND AGREED TO:
WHX CORPORATION
By: /S/ RONALD LABOW
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Title: Chairman
Dated: 4/27/99
