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
<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"), 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-
<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: 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-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
- --------------------------------------------------------------------------------
(a) (22) Text of press release of WHX Corporation dated May 26, 1999. 5
-4-
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
