SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
AMENDMENT NO. 9
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. 11)
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 1. SECURITY AND SUBJECT COMPANY.
Item 1(b) is hereby amended and supplemented by adding thereto
the following:
The Purchaser has amended and supplemented the Offer to
Purchase pursuant to the Supplement, a copy of which is attached hereto as
Exhibit (a)(16). The information set forth in the Introduction and Section 1 of
the Supplement is incorporated herein by reference.
On May 20, 1999, the Parent issued a press release announcing
that the Purchaser has increased the price per Share to be paid pursuant to the
Offer from $10.50 per Share to $11.50 per Share, net to the seller in cash
without interest thereon. Upon the terms and subject to the conditions of the
Offer (including, if the Offer is further extended or amended, the terms and
conditions of any such extension or amendment), all stockholders whose Shares
are validly tendered and not withdrawn (including Shares tendered prior to the
date of this Supplement) in accordance with the procedures set forth in Section
3 of the Offer to Purchase and Section 2 of the Supplement on or prior to the
Expiration Date (as defined below) will receive the increased price. The term
"Expiration Date" means 12:00 midnight, New York City time, on Friday, June 4,
1999, unless and until Purchaser, in its sole discretion, shall have further
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Purchaser, shall expire.
Item 1(c) is hereby amended and supplemented by adding thereto
the following:
The information set forth in Section 3 "Price Range of the
Shares; Dividends" of the Supplement is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended and supplemented by adding thereto
the following:
The information set forth in Section 5 "Source and Amount of
Funds" of the Supplement is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto
the following:
On May 20, 1999, the Parent issued a press release which
announced the extension of the Offer to 12:00 midnight, New York City time, on
Friday, June 4, 1999, unless further extended. The Parent also announced that it
had been advised by Harris Trust and Savings Bank, Depositary for the Offer,
that as of 5:00 p.m., New York City time, on May 20, 1999, approximately
4,174,938 Shares had been validly tendered and not withdrawn. The
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<PAGE>
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)(21) and is incorporated herein by reference.
The information set forth in Section 4 " Financial Information
of the Company" of the Supplement 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) (16) Supplement to the Offer to Purchase dated May 21, 1999.
(a) (17) Revised Letter of Transmittal.
(a) (18) Revised Notice of Guaranteed Delivery.
(a) (19) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a) (20) Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a) (21) Text of press release of WHX Corporation dated May 20,
1999.
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<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 20, 1999
WHX CORPORATION
By: /S/ RONALD LABOW
------------------------------------
Name: Ronald LaBow
Title: Chairman of the Board
GT ACQUISITION CORP.
By: /S/ RONALD LABOW
------------------------------------
Name: Ronald LaBow
Title: President
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
(a) (16) Supplement to the Offer to Purchase dated May 21, 1999.
(a) (17) Revised Letter of Transmittal.
(a) (18) Revised Notice of Guaranteed Delivery.
(a) (19) Revised Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a) (20) Revised Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a) (21) Text of press release of WHX Corporation dated May 20,
1999.
-5-
SUPPLEMENT TO THE OFFER TO PURCHASE DATED DECEMBER 17, 1998
GT ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
HAS AMENDED ITS OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS) OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
AT AN INCREASED PRICE OF $11.50 PER SHARE
------------------------
THE OFFER HAS BEEN EXTENDED, THE OFFER AND WITHDRAWAL RIGHTS, AS SUPPLEMENTED
AND AMENDED HEREBY, WILL EXPIRE AT 12:00 MIDNIGHT., NEW YORK CITY TIME, ON
FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS FURTHER EXTENDED.
THE OFFER, AS SUPPLEMENTED AND AMENDED HEREBY, IS CONDITIONED UPON, AMONG OTHER
THINGS, (1)THE PREFERRED STOCK PURCHASE RIGHTS HAVING BEEN REDEEMED BY THE BOARD
OF DIRECTORS OF THE COMPANY OR THE PURCHASER BEING SATISFIED, IN ITS REASONABLE
JUDGMENT, THAT SUCH PREFERRED STOCK PURCHASE RIGHTS ARE INVALID OR OTHERWISE
INAPPLICABLE TO THE OFFER (THE "RIGHTS CONDITION"), (2) THE PURCHASER BEING
SATISFIED, IN ITS REASONABLE JUDGMENT, THAT THE PROPOSED MERGER CAN BE
CONSUMMATED WITHOUT THE NEED FOR A SUPERMAJORITY VOTE OF THE COMPANY'S
STOCKHOLDERS PURSUANT TO ARTICLE VI OF THE COMPANY'S CHARTER (THE "SUPERMAJORITY
CONDITION"), (3) THE PURCHASER BEING SATISFIED, IN ITS REASONABLE JUDGMENT, THAT
THE PROVISIONS OF SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW HAVE BEEN
COMPLIED WITH OR ARE INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER AND THE
PROPOSED MERGER (THE "BUSINESS COMBINATION CONDITION"), AND (4) THE COMPANY NOT
HAVING ENTERED INTO OR EFFECTUATED ANY AGREEMENT OR TRANSACTION WITH ANY PERSON
OR ENTITY (INCLUDING ITS STOCKHOLDERS) HAVING THE EFFECT OF IMPAIRING THE
PURCHASER'S ABILITY TO ACQUIRE THE COMPANY OR OTHERWISE DIMINISHING THE EXPECTED
ECONOMIC VALUE TO THE PURCHASER OF THE ACQUISITION OF THE COMPANY, OR THE
COMPANY NOT POSTPONING ITS 1999 ANNUAL MEETING OF STOCKHOLDERS OR TAKING ANY
OTHER ACTION THAT WOULD IMPEDE THE PARENT'S ABILITY TO NOMINATE ONE OR MORE
DIRECTORS FOR ELECTION OR ITS ABILITY TO MAKE ANY OTHER PROPOSALS TO BE VOTED
UPON BY STOCKHOLDERS AT SUCH MEETING (THE "DEFENSIVE ACTION CONDITION"). SEE
INTRODUCTION AND SECTION 14 OF THE OFFER TO PURCHASE.
THE OFFER IS NOT SUBJECT TO ANY MINIMUM NUMBER OF SHARES BEING TENDERED AND IS
NOT CONDITIONED ON OBTAINING FINANCING.
------------------------
<PAGE>
IMPORTANT
Any stockholder desiring to tender all or any portion of such
stockholder's Shares (as defined herein) should either (i) complete and sign the
Letter of Transmittal (or a facsimile thereof) in accordance with the
instructions in the Letter of Transmittal, have such stockholder's signature
thereon guaranteed if required by Instruction 1 to the Letter of Transmittal,
mail or deliver the Letter of Transmittal (or such facsimile thereof) and any
other required documents to the Depositary and either deliver the certificates
for such Shares to the Depositary along with the Letter of Transmittal (or a
facsimile thereof) or deliver such Shares pursuant to the procedure for
book-entry transfer set forth in Section 3 of the Offer to Purchase prior to the
expiration of the Offer or (ii) request such stockholder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such stockholder.
A stockholder having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee if such
stockholder desires to tender such Shares. Any stockholder who desires to tender
Shares and whose certificates for such Shares are not immediately available, or
who cannot comply with the procedures for book-entry transfer described in the
Offer to Purchase on a timely basis, may tender such Shares by following the
procedures for guaranteed delivery set forth in Section 3 of the Offer to
Purchase.
Questions and requests for assistance or for additional copies
of the Offer to Purchase, this Supplement thereto, the revised Letter of
Transmittal or other tender offer materials, may be directed to the Information
Agent (as defined herein) at its address and telephone number set forth on the
back cover of this Supplement.
May 21, 1999
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<PAGE>
TO THE HOLDERS OF COMMON STOCK OF GLOBAL INDUSTRIAL TECHNOLOGIES, INC.:
INTRODUCTION
The following information amends and supplements the Offer to
Purchase dated December 17, 1998 (the "Offer to Purchase") of GT Acquisition
Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of
WHX Corporation, a Delaware corporation (the "Parent") pursuant to which the
Purchaser is offering 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 and supplemented by this Supplement and in the
related Letters of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer").
Except as otherwise set forth in this Supplement, the terms
and conditions previously set forth in the Offer to Purchase remain applicable
in all respects to the Offer, and this Supplement should be read in conjunction
with the Offer to Purchase. Unless the context requires otherwise, capitalized
terms used and not defined herein shall have the meanings assigned to such terms
in the Offer to Purchase.
THE OFFER, AS SUPPLEMENTED AND AMENDED, IS CONDITIONED UPON,
AMONG OTHER THINGS, (I) THE RIGHTS HAVING BEEN REDEEMED BY THE COMPANY BOARD OR
THE PURCHASER BEING SATISFIED, IN ITS REASONABLE JUDGMENT, THAT THE RIGHTS ARE
INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER (THE "RIGHTS CONDITION"); (II)
THE PURCHASER BEING SATISFIED, IN ITS REASONABLE JUDGMENT, THAT THE PROPOSED
MERGER CAN BE CONSUMMATED WITHOUT THE NEED FOR A SUPERMAJORITY VOTE OF THE
COMPANY'S STOCKHOLDERS PURSUANT TO ARTICLE VI OF THE COMPANY CHARTER (THE
"SUPERMAJORITY CONDITION"); (III) THE PURCHASER BEING SATISFIED, IN ITS
REASONABLE JUDGMENT, THAT THE PROVISIONS OF SECTION 203 OF THE DGCL HAVE BEEN
COMPLIED WITH OR ARE INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER AND THE
PROPOSED MERGER (THE "BUSINESS COMBINATION CONDITION"); AND (IV) THE COMPANY NOT
HAVING ENTERED INTO OR EFFECTUATED ANY AGREEMENT OR TRANSACTION WITH ANY PERSON
OR ENTITY (INCLUDING ITS STOCKHOLDERS) HAVING THE EFFECT OF IMPAIRING THE
PURCHASER'S ABILITY TO ACQUIRE THE COMPANY OR OTHERWISE DIMINISHING THE EXPECTED
ECONOMIC VALUE TO THE PURCHASER OF THE ACQUISITION OF THE COMPANY, OR THE
COMPANY NOT POSTPONING THE COMPANY ANNUAL MEETING OR TAKING ANY OTHER ACTION
THAT WOULD IMPEDE THE PARENT'S ABILITY TO NOMINATE ONE OR MORE DIRECTORS FOR
ELECTION OR ITS ABILITY TO MAKE ANY OTHER PROPOSALS TO BE VOTED UPON BY
STOCKHOLDERS AT SUCH MEETING (THE "DEFENSIVE ACTION CONDITION"). THE OFFER IS NO
LONGER SUBJECT TO THE HSR CONDITION.
Procedures for tendering Shares are set forth in Section 3 of
the Offer to Purchase.
THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE REVISED LETTER
OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY
BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.
------------------------
<PAGE>
1. TERMS OF THE OFFER; EXPIRATION DATE.
The discussion set forth in Section 1 of the Offer to Purchase
is hereby amended and supplemented as follows:
The Purchaser has increased the price per Share to be paid
pursuant to the Offer from $10.50 per Share to $11.50 per Share, net to the
seller in cash without interest thereon. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is further extended or amended,
the terms and conditions of any such extension or amendment), all stockholders
whose Shares are validly tendered and not withdrawn (including Shares tendered
prior to the date of this Supplement) in accordance with the procedures set
forth in Section 3 of the Offer to Purchase and Section 2 of this Supplement on
or prior to the Expiration Date (as defined below) will receive the increased
price. The term "Expiration Date" means 12:00 midnight, New York City time, on
Friday, June 4, 1999, unless and until Purchaser, in its sole discretion, shall
have further extended the period of time during which the Offer is open, in
which event the term "Expiration Date" shall refer to the latest time and date
at which the Offer, as so extended by the Purchaser, shall expire.
2. PROCEDURES FOR TENDERING SHARES.
The discussion set forth in Section 3 of the Offer to Purchase
is hereby amended and supplemented as follows:
The revised Letter of Transmittal distributed with this
Supplement may be used to tender Shares. Tendering stockholders may also
continue to use the Letter of Transmittal and the Notice of Guaranteed Delivery
previously distributed with the Offer to Purchase to tender Shares. By tendering
Shares pursuant to the revised Letter of Transmittal or the Letter of
Transmittal or Notice of Guaranteed Delivery previously delivered, tendering
stockholders will be deemed to represent and warrant to the Parent and the
Purchaser that, among other things, such tender of Shares complies with Rule
14e-4 under the Exchange Act.
STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES
PURSUANT TO THE OFFER AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY
TENDERED SUCH SHARES FOR PURPOSES OF THE OFFER AND NEED NOT TAKE ANY FURTHER
ACTION IN ORDER TO RECEIVE THE OFFER PRICE OF $11.50 NET PER SHARE PURSUANT TO
THE OFFER.
3. PRICE RANGE OF SHARES; DIVIDENDS.
The discussion set forth in Section 6 of the Offer to Purchase
is hereby amended and supplemented as follows:
According to public sources, the high and low closing sale
prices per Common Share on the NYSE for the Fourth Quarter of 1998 were $11-5/16
and $7-1/8, respectively and for the First Quarter of 1999 were $11-9/16 and $8-
5/8 , respectively. The high and low closing sale prices per Share on the NYSE
Composite Tape for the Second Quarter of 1999 (through May 19, 1999) were
$13-5/16 and $10-3/8, respectively. On May 20, 1999, the last full trading day
prior to the Parent's announcement that it was amending the terms of the Offer
upon the terms set forth in this Supplement, the reported closing sale price per
Common Share on the NYSE Composite Tape was $11-7/8. STOCKHOLDERS ARE URGED TO
OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
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<PAGE>
4. Financial Information of the Company.
The discussion set forth in Section 8 of the Offer to Purchase
is hereby amended and supplemented as follows:
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
Year Ended --------------------------------------
DECEMBER 31,1998 MARCH 31, 1999 JANUARY 31, 1998
---------------- -------------- ----------------
INCOME STATEMENT DATA: (unaudited)
<S> <C> <C> <C>
Revenues........................................... $496.0 $142.1 $96.9
Costs and expenses................................. 584.0 137.9 100.4
Pretax income (loss) from continuing
operations ........................................ (88.0) 4.2 (3.1)
Pretax income (loss) from discontinued
operations......................................... (12.2) 0.1 4.2
Net income (loss).................................. (36.0) (21.3) .08
INCOME PER COMMON SHARE
INFORMATION:
Income (loss) from
continuing operations............ $(2.32) $0.15 $(0.08)
Income (loss) from
discontinued operations.......... .68 (1.09) 0.12
Net income (loss)................ (1.64) (0.94) 0.04
</TABLE>
<TABLE>
<CAPTION>
At December 31, At March 31,
----------------- -------------
(unaudited)
BALANCE SHEET DATA:
<S> <C> <C>
Total current assets............................. $691.2 $669.6
Total current liabilities........................ 534.1 539.6
Total assets..................................... 1,266.0 1,246.7
Total liabilities................................ 1,031.5 1,031.6
Total stockholders' equity....................... 234.5 215.1
</TABLE>
In the course of the discussions between representatives of
the Parent and the Company, certain projections of future operating performance
of the Company were furnished to Parent's representatives. The projections
indicated (i) estimated revenues of the Company of $591 million for 1999; (ii)
estimated net income of the Company of 21.1 million for 1999; (iii) estimated
earnings per share for the Company of $.96 for 1999 and (iv) estimated EBITDA of
the Company of 72.4 million in 1999.
These projections were not prepared with a view to public
disclosure or compliance with published guidelines of the Commission or the
guidelines established by the American Institute of Certified Public Accountants
regarding projections, and are included in this Offer to Purchase only because
they were provided to Parent. Neither the Parent, the Purchaser, nor any of
their respective advisors assumes any responsibility for the accuracy of these
projections. While presented with numerical specificity, these projections are
based upon a variety of assumptions (including, without limitation, the sale of
APG Lime and the sale of Ameri-Forge during 1999) relating to the businesses of
the Company (on a stand alone basis) which may not be realized and are subject
to significant uncertainties and contingencies, many of which are beyond the
control of the Company. There can be no assurance that the projections will be
realized, and actual results may vary materially from those shown.
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<PAGE>
5. SOURCE AND AMOUNT OF FUNDS.
The discussion set forth in Section 10 of the Offer to
Purchase is hereby amended and supplemented as follows:
The Purchaser estimates that the total amount of funds now
required to acquire Shares pursuant to the Offer, as supplemented and amended,
to pay all related costs and expenses, will be approximately $231 million. See
"Fees and Expenses" in Section 16 of the Offer to Purchase. The Purchaser plans
to obtain the necessary funds through capital contributions or advances made by
the Parent.
6. MISCELLANEOUS. The Parent and the Purchaser have filed with
the SEC amendments to the Schedule 14D-1 pursuant to Rule 14d-3 of the General
Rules and Regulations under the Securities Exchange Act, furnishing certain
additional information with respect to the Offer, and may file further
amendments thereto. The Schedule 14D-1, and any amendments thereto, including
exhibits, may be inspected at, and copies may be obtained from, the same places
and in the same manner as set forth in Section 8 of the Offer to Purchase
(except that they will not be available at the regional offices of the SEC).
Except as modified by this Supplement, the terms set forth in
the Offer to Purchase and the related Letters of Transmittal remain applicable
in all respects to the Offer and this Supplement should be read in conjunction
with the Offer to Purchase and the related Letters of Transmittal.
GT ACQUISITION CORP.
May 21, 1999
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<PAGE>
Manually executed facsimile copies of the revised Letter of
Transmittal or the Letter of Transmittal previously distributed by the Parent
and the Purchaser, properly completed and duly signed, will be accepted. Any
such Letter of Transmittal, certificates for the Shares and any other required
documents should be sent by each stockholder of the Company or his broker,
dealer, commercial bank, trust company or other nominee to the Depositary at one
of its addresses set forth below:
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Deliver:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636
For Information (call collect):
(212) 701-7624
Any questions or requests for assistance or additional copies
of the Offer to Purchase, this Supplement, the revised Letter of Transmittal and
the revised Notice of Guaranteed Delivery may be directed to the Information
Agent at its telephone number and address set forth below. You may also contact
your broker, dealer, commercial bank or trust company or other nominee for
assistance concerning the Offer.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Telephone: (212) 750-5833
or
CALL TOLL FREE: (888) 750-5834
[Back Cover]
STOCKHOLDERS WISHING TO TENDER THEIR SHARES MAY USE EITHER THIS GOLD LETTER OF
TRANSMITTAL OR THE BLUE LETTER OF TRANSMITTAL PREVIOUSLY PROVIDED WITH THE OFFER
TO PURCHASE. STOCKHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT WITHDRAWN
SHARES USING THE BLUE LETTER OF TRANSMITTAL NEED NOT TAKE ANY FURTHER ACTION IN
ORDER TO TENDER SUCH SHARES.
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
Pursuant to the Offer to Purchase, Dated December 17, 1998
and the Supplement Thereto
Dated May 21, 1999
by
GT ACQUISITION CORP.
a wholly owned subsidiary
of
WHX CORPORATION
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER
IS EXTENDED.
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Delivery:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OR TELEX
TRANSMISSION OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
YOU MUST SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND COMPLETE THE
SUBSTITUTE FORM W-9 PROVIDED BELOW.
The instructions accompanying this Letter of Transmittal
should be read carefully before this letter of transmittal is completed.
<PAGE>
This revised GOLD Letter of Transmittal, or the previously
circulated BLUE Letter of Transmittal, is to be completed by the stockholders of
Global Industrial Technologies, Inc. either if Certificates (as defined below)
evidencing Shares (as defined below) are to be forwarded herewith, or if
delivery of Shares is to be made by book-entry transfer to the Depositary's
account at the Depository Trust Company or the Philadelphia Depository Trust
Company (each a "Book-Entry Transfer Facility") pursuant to the book-entry
transfer procedure described in "Procedures for Tendering Shares" of the Offer
to Purchase (as defined below) or Section 2 of the Supplement (as defined
below). DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY. Unless the Rights are redeemed, holders
of Shares will also be required to tender one Right for each Share tendered in
order to effect a valid tender of such Shares.
Stockholders whose Certificates are not immediately available
or who cannot deliver their Certificates for Shares and all other required
documents to the Depositary before the Expiration Date (as defined in the Offer
to Purchase and the Supplement) or whose Shares cannot be delivered on a timely
basis pursuant to the procedure for book-entry transfer must tender their Shares
according to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase and Section 2 of the Supplement. See Instruction 2.
o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: ______________________________
CHECK BOX OF APPLICABLE BOOK-ENTRY TRANSFER FACILITY:
o DTC o PDTC
Account Number: ____________________________________________
Transaction Code Number: ____________________________________________
o CHECK HERE IF TENDERED SHARES ARE BEING TENDERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Holder(s): __________________________________
Window Ticket Number (if any): __________________________________
Date of Execution of Notice of Guaranteed Delivery: _______________
Name of Institution which Guaranteed Delivery: ____________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, CHECK BOX OF BOOK-ENTRY TRANSFER
FACILITY:
o DTC o PDTC
Account Number: ___________________________
Transaction Code Number: __________________
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<PAGE>
DESCRIPTION OF SHARES TENDERED
Name(s) and Address(es) of Share Certificate(s) Tendered
Registered Holder(s) (Attach additional list if necessary)
(Please fill in, if blank)
Total Number of Number of
Certificate Shares Represented Shares
Number(s)* By Certificate(s)* Tendered**
Total Shares
* Need not be completed by stockholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares being
delivered to the Depositary are being tendered. See Instruction 4.
- --------------------------------------------------------------------------------
The names and addresses of the registered holders should be printed, if
not already printed above, exactly as they appear on the Certificates
representing Shares tendered hereby. The Certificates and number of
Shares that the undersigned wishes to tender should be indicated in the
appropriate boxes.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
-3-
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to GT Acquisition Corp., a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of WHX
Corporation, a Delaware corporation, the above described shares of common stock,
par value $.25 per share (the "Shares") of Global Industrial Technologies, Inc.,
a Delaware corporation (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 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 (the "Offer Price"), 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 and supplemented by the Supplement to the
Offer to Purchase dated May 21, 1999 (the "Supplement"), receipt of which is
hereby acknowledged, the BLUE Letter of Transmittal and in this revised GOLD
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"). Unless the Rights are redeemed by the Company, a tender of the
Shares will also constitute a tender of the associated Rights. Unless the
context requires otherwise, all references herein to the Shares shall include
the associated Rights, and all references to the Rights shall include all
benefits that may inure to the holders of the Rights pursuant to the Rights
Agreement.
Subject to, and effective upon, acceptance for payment of the
Shares tendered herewith, in accordance with the terms of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), the undersigned hereby sells, assigns and transfers to,
or upon the order of, Purchaser all right, title and interest in and to all the
Shares that are being tendered hereby (and any and all non-cash dividends,
distributions, rights, other Shares or other securities issued or issuable in
respect thereof or declared, paid or distributed in respect of such Shares on or
after December 17, 1998 (collectively, "Distributions")), purchased pursuant to
the Offer and irrevocably appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares and all
Distributions, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
Certificates for such Shares (individually, a "Certificate") and all
Distributions, or transfer ownership of such Shares and all Distributions on the
account books maintained by the Book-Entry Transfer Facility, together, in
either case, with all accompanying evidence of transfer and authenticity to, or
upon the order of Purchaser, (ii) present such Shares and all Distributions for
transfer on the books of the Company, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Shares and all
Distributions, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and all Distributions, that the undersigned own(s)
the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the
tender of Shares complies with Rule 14e-4 under the Exchange Act and that, when
such Shares are accepted for payment by Purchaser, Purchaser will acquire good,
marketable and unencumbered title thereto and to all Distributions, free and
clear of all liens, restrictions, charges and encumbrances, and that none of
such Shares and Distributions will be subject to any adverse claim. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Depositary or Purchaser to be necessary or desirable to complete
the sale, assignment and transfer of the Shares tendered hereby and all
Distributions. In addition, the undersigned shall remit and transfer promptly to
the Depositary for the account of Purchaser all Distributions in respect of the
Shares tendered hereby, accompanied by appropriate documentation of transfer,
and, pending such remittance and transfer or appropriate assurance thereof,
Purchaser shall be entitled to all rights and privileges as owner of each such
Distribution and may withhold the entire purchase price of the Shares tendered
hereby or deduct from such purchase price, the amount or value of such
Distribution as determined by Purchaser in its sole discretion. The undersigned
further represents and warrants that the undersigned has read and agrees to all
terms of the Offer.
No authority herein conferred or agreed to be conferred shall
be affected by, and all such authority shall survive, the death or incapacity of
the undersigned. All obligations of the undersigned hereunder shall be binding
upon
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<PAGE>
the heirs, executors, personal and legal representatives, administrators,
trustees in bankruptcy, successors and assigns of the undersigned. Except as
stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to
any one of the procedures described in "Procedures for Tendering Shares" of the
Offer to Purchase and the Supplement and in the Instructions hereto will
constitute the undersigned's acceptance of the terms and conditions of the
Offer. Purchaser's acceptance for payment of Shares tendered pursuant to the
Offer will constitute a binding agreement between the undersigned and Purchaser
upon the terms and subject to the conditions of the Offer. The undersigned
recognizes that under certain circumstances set forth in the Offer to Purchase
and the Supplement, Purchaser may not be required to accept for payment any of
the Shares tendered hereby.
Unless otherwise indicated herein in the box entitled "Special
Payment Instructions," please issue the check for the purchase price and/or
return any Certificates evidencing Shares not tendered or accepted for payment,
in the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions," please mail the check for the purchase price
and/or return any Certificates evidencing Shares not tendered or accepted for
payment (and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing above under "Description of Shares Tendered." In
the event that the box entitled "Special Payment Instructions" and/or "Special
Delivery Instructions" are completed, please issue the check for the purchase
price and/or return any Certificates for Shares not purchased or not tendered or
accepted for payment in the name(s) of, and/or mail such check and/or return
such Certificates to, the person(s) so indicated. Unless otherwise indicated
herein in the box entitled "Special Payment Instructions," please credit any
Shares tendered hereby and delivered by book-entry transfer, but which are not
purchased, by crediting the account at the Book-Entry Transfer Facility
designated above. The undersigned recognizes that Purchaser has no obligation,
pursuant to the Special Payment Instructions, to transfer any Shares from the
name of the registered holder(s) thereof if Purchaser does not accept for
payment any of the Shares tendered hereby.
-5-
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS (SEE INSTRUCTIONS 1, 5, 6 AND 7 OF THIS
LETTER OF TRANSMITTAL) LETTER OF TRANSMITTAL)
To be completed ONLY if Certificates To be completed ONLY if Certificates
for Shares not purchased and/or the tendered or not purchased and/or the
not for Shares not tendered or check for the purchase price of Shares
check for the purchase price of purchased are to be sent to someone
Shares purchased are to be issued other than the undersigned, or to the
in the name of someone other than undersigned at an address other than
the undersigned. that shown above.
Issue check and/or Certificates to:
Name: _____________________________
(PLEASE PRINT) Mail check and/or Certificates to:
Address:___________________________ Name:_________________________________
(PLEASE PRINT)
___________________________________ Address:______________________________
(INCLUDE ZIP CODE)
___________________________________
Taxpayer Identification or Social
Security Number ________________________________
(See Substitute Form W-9 on reverse) (INCLUDE ZIP CODE)
-6-
<PAGE>
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
-----------------------------------
(SIGNATURE(S) OF HOLDER(S)
Dated:______________, 199__
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by Certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information. See
Instruction 5 of this Letter of Transmittal.)
Name(s):____________________________________________________________
(PLEASE PRINT)
Capacity (full title):______________________________________________
Address:____________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number:_____________________________________
Tax Identification or Social Security Number:_______________________
(COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
-7-
<PAGE>
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5 OF THIS LETTER OF TRANSMITTAL)
Authorized Signature:__________________________________________
Name:__________________________________________________________
(PLEASE PRINT)
Title:_________________________________________________________
Name of Firm:__________________________________________________
Address:_______________________________________________________
_______________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number:________________________________
Dated:_________________, 199__
-8-
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be guaranteed by a firm
which is a bank, broker, dealer, credit union, savings association, or other
entity that is a member in good standing of the Securities Transfer Agents
Medallion Program (each, an "Eligible Institution"). No signature guarantee is
required on this Letter of Transmittal (i) if this Letter of Transmittal is
signed by the registered holder(s) (which term, for purposes of this document,
shall include any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Shares) of Shares
tendered herewith, unless such holder(s) has completed either the box entitled
"Special Delivery Instructions" or the box entitled "Special Payment
Instructions" included herein, or (ii) if such Shares are tendered for the
account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Share Certificates;
Guaranteed Delivery Procedures. This Letter of Transmittal is to be used either
if Certificates evidencing Shares are to be forwarded herewith or if Shares are
to be delivered by book-entry transfer pursuant to the procedure set forth in
"Procedures for Tendering Shares" of the Offer to Purchase. Certificates
evidencing all tendered Shares, or confirmation of a book-entry transfer of such
Shares, if such procedure is available, into the Depositary's account at a
Book-Entry Transfer Facility pursuant to the procedures set forth in "Procedures
for Tendering Shares" of the Offer to Purchase, together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message, as defined below) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein prior to the Expiration Date (as defined in "Terms of
the Offer; Expiration Date" of the Offer to Purchase). If Certificates are
forwarded to the Depositary in multiple deliveries, a properly completed and
duly executed Letter of Transmittal must accompany each such delivery.
Stockholders whose Certificates are not immediately available, who cannot
deliver their Certificates and all other required documents to the Depositary
prior to the Expiration Date or who cannot complete the procedure for delivery
by book-entry transfer on a timely basis may tender their Shares pursuant to the
guaranteed delivery procedure described in "Procedures for Tendering Shares" of
the Offer to Purchase. Pursuant to such procedure: (i) such tender must be made
by or through an Eligible Institution; (ii) a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Purchaser herewith, must be received by the Depositary prior to the Expiration
Date; and (iii) in the case of a guarantee of Shares, the Certificates, in
proper form for transfer, or a confirmation of a book-entry transfer of such
Shares, if such procedure is available, into the Depositary's account at a
Book-Entry Transfer Facility, together with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message), and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three New York Stock
Exchange trading days after the date of execution of the Notice of Guaranteed
Delivery, all as described in "Procedures for Tendering Shares" of the Offer to
Purchase.
TENDERING STOCKHOLDERS MAY CONTINUE TO USE THE ORIGINAL BLUE
LETTER OF TRANSMITTAL AND GREEN NOTICE OF GUARANTEED DELIVERY THAT WERE PROVIDED
WITH THE OFFER TO PURCHASE. Although such BLUE Letter of Transmittal indicates
that the Offer will expire at 12:00 midnight, New York City time, on Friday,
January 15, 1999, stockholders will be able to tender (or withdraw) their
Shares pursuant to the Offer until 12:00 midnight, New York City time, on
Friday, June 4, 1999 (or such later date to which the Offer may be extended).
TENDERING STOCKHOLDERS MAY ALSO USE THIS REVISED GOLD LETTER OF TRANSMITTAL AND
THE GREY NOTICE OF GUARANTEED DELIVERY PROVIDED WITH THE SUPPLEMENT.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL,
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY
BOOK-ENTRY TRANSFER FACILITY, IS AT THE SOLE OPTION AND RISK OF THE TENDERING
STOCKHOLDER, AND THE
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<PAGE>
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be
accepted and no fractional Shares will be purchased. By execution of this Letter
of Transmittal (or a facsimile hereof), all tendering stockholders waive any
right to receive any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein under
"Description of Shares Tendered" is inadequate, the Certificate numbers, the
number of Shares evidenced by such Certificates and the number of Shares
tendered should be listed on a separate schedule and attached hereto.
4. Partial Tenders. (Not applicable to stockholders who tender
by book-entry transfer.) If fewer than all the Shares evidenced by any
Certificate delivered to the Depositary herewith are to be tendered hereby, fill
in the number of Shares which are to be tendered in the box entitled "Number of
Shares Tendered." In such cases, new Certificate(s) evidencing the remainder of
the Shares that were evidenced by the Certificates delivered to the Depositary
herewith will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the box entitled "Special Delivery Instructions,"
as soon as practicable after the expiration or termination of the Offer. All
Shares evidenced by Certificates delivered to the Depositary will be deemed to
have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and
Endorsements. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the Certificates evidencing such Shares
without alteration, enlargement or any other change whatsoever.
If any Shares tendered hereby are owned of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in the
names of different holders, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
such Certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of Certificates or
separate stock powers are required, unless payment is to be made to, or
Certificates evidencing Shares not tendered or not purchased are to be issued in
the name of, a person other than the registered holder(s), in which case, the
Certificate(s) evidencing the Shares tendered hereby must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such Certificate(s). Signatures
on such Certificate(s) and stock powers must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than
the registered holder(s) of the Shares tendered hereby, the Certificate(s)
tendered hereby must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear(s)
on such Certificate(s). Signatures on such Certificate(s) and stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Certificate(s) or stock
power is signed by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to Purchaser of such person's authority so to act
must be submitted.
6. Stock Transfer Taxes. Except as otherwise provided in this
Instruction 6, Purchaser will pay all stock transfer taxes with respect to the
sale and transfer of any Shares to it or its order pursuant to the Offer. If,
however,
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<PAGE>
payment of the purchase price of any Shares purchased is to be made to, or
Certificate(s) evidencing Shares not tendered or not purchased are to be issued
in the name of, a person other than the registered holder(s), the amount of any
stock transfer taxes (whether imposed on the registered holder(s), such other
person or otherwise) payable on account of the transfer to such other person
will be deducted from the purchase price of such Shares purchased, unless
evidence satisfactory to Purchaser of the payment of such taxes, or exemption
therefrom, is submitted. Except as provided in this Instruction 6, it will not
be necessary for transfer tax stamps to be affixed to the Certificate(s)
evidencing the Shares tendered hereby.
7. Special Payment and Delivery Instructions. If a check for
the purchase price of any Shares tendered hereby is to be issued, or
Certificate(s) evidencing Shares not tendered or not purchased are to be issued,
in the name of a person other than the person(s) signing this Letter of
Transmittal or if such check or any such Certificate is to be sent to someone
other than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal but at an address other than that shown in
the box entitled "Description of Shares Tendered," the appropriate boxes on this
Letter of Transmittal must be completed. Shares tendered hereby by book-entry
transfer may request that Shares not purchased be credited to such account
maintained at the Book-Entry Transfer Facility as such stockholder may designate
in the box entitled "Special Payment Instructions" on the reverse hereof. If no
such instructions are given, all such Shares not purchased will be returned by
crediting the account at the Book-Entry Transfer Facility as the account from
which such Shares were delivered.
8. Requests for Assistance or Additional Copies. Requests for
assistance may be directed to the Information Agent at its address and phone
number set forth herein. Additional copies of the Offer to Purchase, the
Supplement, the revised GOLD Letter of Transmittal, the revised GREY Notice of
Guaranteed Delivery and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
9. Substitute Form W-9. Each tendering stockholder is required
to provide the Depositary with a correct Taxpayer Identification Number ("TIN")
on the Substitute Form W-9 which is provided under "Important Tax Information"
below, and to certify, under penalties of perjury, that such number is correct
and that such stockholder is not subject to backup withholding of federal income
tax. If a tendering stockholder has been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding, such stockholder
must cross out item (2) of the Certification box of the Substitute Form W-9,
unless such stockholder has since been notified by the Internal Revenue Service
that such stockholder is no longer subject to backup withholding. Failure to
provide the information on the Substitute Form W-9 may subject the tendering
stockholder to 31% federal income tax withholding on the payment of the purchase
price of all Shares purchased from such stockholder. If the tendering
stockholder has not been issued a TIN and has applied for one or intends to
apply for one in the near future, such stockholder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, and sign
and date the Substitute Form W-9. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN within 60 days, the Depositary will
withhold 31% on all payments of the purchase price to such stockholder until a
TIN is provided to the Depositary.
10. Lost, Destroyed or Stolen Certificates. If any
Certificate(s) representing Shares has been lost, destroyed or stolen, the
stockholder should promptly notify the Depositary. The stockholder will then be
instructed as to the steps that must be taken in order to replace the
Certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed Certificates have
been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF),
PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR
AN AGENT'S MESSAGE (TOGETHER WITH CERTIFICATES FOR SHARES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR, IF APPLICABLE, A
PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE.
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<PAGE>
IMPORTANT TAX INFORMATION
Under the federal income tax law, a stockholder whose tendered
Shares are accepted for payment is required by law to provide the Depositary (as
payer) with such stockholder's correct TIN on Substitute Form W-9 below. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Depositary is not provided with the correct TIN, the stockholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such stockholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding of 31%.
Certain stockholders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, such individual must submit a statement, signed
under penalties of perjury, attesting to such individual's exempt status. Forms
of such statements can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding applies with respect to a stockholder,
the Depositary is required to withhold 31% of any payments made to such
stockholder. Backup withholding is not an additional tax. Rather, the tax
liability of persons subject to backup withholding will be reduced by the amount
of tax withheld. If withholding results in an overpayment of taxes, a refund may
be obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a
stockholder with respect to Shares purchased pursuant to the Offer, the
stockholder is required to notify the Depositary of such stockholder's correct
TIN by completing the form below certifying (a) that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN), and
(b) that (i) such stockholder has not been notified by the Internal Revenue
Service that such stockholder is subject to backup withholding as a result of a
failure to report all interest or dividends or (ii) the Internal Revenue Service
has notified such stockholder that such stockholder is no longer subject to
backup withholding.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social
security number or employer identification number of the record holder of the
Shares tendered hereby. If the Shares are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the tendering stockholder has not been issued a
TIN and has applied for a number or intends to apply for a number in the near
future, the stockholder should write "Applied For" in the space provided for the
TIN in Part I, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part I and the Depositary is not provided with a TIN within 60 days,
the Depositary will withhold 31% of all payments of the purchase price to such
stockholder until a TIN is provided to the Depositary.
-12-
<PAGE>
<TABLE>
<CAPTION>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK, AS DEPOSITARY
SUBSTITUTE PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
AND CERTIFY BY SIGNING AND DATING BELOW.
<S> <C> <C>
FORM W-9 Social Security Number
Department of the Treasury OR
Internal Revenue Service
Employer Identification
Number
(If awaiting TIN write
"Applied For")
</TABLE>
Payer's Request for PART II--For Payees Exempt From Backup Withholding,
Taxpayer Identification see the enclosed Guidelines and complete
Number (TIN) as instructed therein.
CERTIFICATION--Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct
Taxpayer Identification Number (or a Taxpayer
Identification Number has not been issued to me
and either (a) I have mailed or delivered an
application to receive a Taxpayer
Identification Number to the appropriate
Internal Revenue Service ("IRS") or Social
Security administration office or (b) I intend
to mail or deliver an application in the near
future. I understand that if I do not provide a
Taxpayer Identification Number within sixty
(60) days, 31% of all reportable payments made
to me thereafter will be withheld until I
provide a number), and
(2) I am not subject to backup withholding because
(a) I am exempt from backup withholding, (b) I
have not been notified by the IRS that I am
subject to backup withholding as a result of
failure to report all interest or dividends or
(c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because of
under reporting interest or dividends on your tax
return. However, if after being notified by the IRS
that you were subject to backup withholding you
received another notification from the IRS that you
are no longer subject to backup withholding, do not
cross out item (2). (Also see instructions in the
enclosed Guidelines.)
SIGNATURE: _______________________ DATE: , 199__
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
Questions and requests for assistance or additional copies of the Offer
to Purchase, Letter of Transmittal and other tender offer materials may be
directed to the Information Agent set forth below:
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
(212) 750-5833
or
CALL TOLL FREE: (888) 750-5834
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NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
TO
GT ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in Section 3 of the Offer to Purchase (as defined
below) and the Supplement (as defined below), this revised GREY Notice of
Guaranteed Delivery, or a form substantially equivalent to this form, must be
used to accept the Offer (as defined below) if the certificates representing
shares of common stock, par value $.25 per share of Global Industrial
Technologies, Inc. (the "Shares"), are not immediately available or time will
not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase and the Supplement) or the
procedures for book-entry transfer cannot be completed on a timely basis. Such
form may be delivered by hand or transmitted by telegram, facsimile transmission
or mail to the Depositary and must include a guarantee by an Eligible
Institution (as defined in Section 3 of the Offer to Purchase). See Section 3 of
the Offer to Purchase.
The Depositary for the Offer is:
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand/Overnight Delivery:
Wall Street Station Receive Window
P.O. Box 1023 Wall Street Plaza
New York, NY 10268-1023 88 Pine Street, 19th Floor
New York, NY 10005
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 701-7636 or 7637
For Information Telephone (call collect):
(212) 701-7624
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a
signature on a Letter of Transmittal is required to be guaranteed by an
"Eligible Institution" under the instructions thereto, such signature guarantee
must appear in the applicable space provided in the signature box on the Letter
of Transmittal.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby tenders to GT Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of WHX Corporation, a
Delaware corporation, 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 and supplemented by the Supplement to the Offer to Purchase dated May
21, 1999, the BLUE Letter of Transmittal and the revised GOLD Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), receipt of each of which is hereby acknowledged, the number of Shares
specified below pursuant to the guaranteed delivery procedures described in
"Procedures for Tendering Shares" of the Offer to Purchase.
-2-
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
Number of Shares:___________________ Name(s) of Record Holder(s):
Share Certificate Numbers (if available): _____________________________
________________________________________ PLEASE TYPE OR PRINT
________________________________________
Address(es)_________________________
____________________________________
/ / Check here if Shares will be delivered Zip Code
by book-entry transfer.
Check box of applicable book-entry Area Code and Telephone Number:
transfer facility: ____________________________________
____________________________________
____________________________________
____________________________________
/ / DTC / / PDTC SIGNATURE(S)
Account Number_______________________ Dated:___________________, 199__
Dated:_________________________, 199__
The undersigned, a participant in the Security Transfer Agents Medallion
Program (each, an "Eligible Institution"), hereby guarantees that either the
certificates representing the Shares tendered hereby in proper form for
transfer, or timely confirmation of a book-entry transfer of such Shares into
the Depositary's account at The Depository Trust Company or the Philadelphia
Depository Trust Company (pursuant to procedures set forth in Section 3 of the
Offer to Purchase), together with a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) with any required signature guarantees and
any other documents required by the Letter of Transmittal, will be received by
the Depositary at one of its addresses set forth above within three (3) New York
Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares and associated Rights to the Depositary within the time
period shown herein. Failure to do so could result in financial loss to such
Eligible Institution.
Name of Firm:___________________ _________________________________
AUTHORIZED SIGNATURE
Address:________________________ Name:___________________________
PLEASE TYPE OR PRINT
________________________
Zip Code Title:__________________________
Dated:__________________, 199___
Area Code and
Telephone Number:______________________
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OR ASSOCIATED RIGHTS WITH THIS
NOTICE. SUCH CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF
TRANSMITTAL.
-3-
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH DATED MAY 21, 1999
GT ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
HAS AMENDED ITS OFFER TO PURCHASE TO INCREASE THE PRICE FOR
ANY AND ALL OF THE OUTSTANDING SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
TO
$11.50 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS
EXTENDED.
MAY 21, 1999
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD
SHARES OF COMMON STOCK, PAR VALUE $.25 PER SHARE (THE "SHARES"), OF GLOBAL
INDUSTRIAL TECHNOLOGIES, INC., A DELAWARE CORPORATION (THE "COMPANY"). PLEASE
BRING TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE THE OFFER BEING MADE BY GT
ACQUISITION CORP., A DELAWARE CORPORATION ("PURCHASER") AND A WHOLLY OWNED
SUBSIDIARY OF WHX CORPORATION, A DELAWARE CORPORATION ("PARENT"), TO PURCHASE
ANY AND ALL OF THE OUTSTANDING SHARES, INCLUDING THE ASSOCIATED PREFERRED STOCK
PURCHASE 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, 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 (THE "OFFER PRICE"), 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 AND SUPPLEMENTED BY THE SUPPLEMENT TO THE OFFER TO
PURCHASE DATED MAY 21, 1999 (THE "SUPPLEMENT") AND IN THE REVISED GOLD LETTER OF
TRANSMITTAL (WHICH, WITH THE ORIGINAL BLUE LETTER OF TRANSMITTAL, AS AMENDED
FROM TIME TO TIME, TOGETHER CONSTITUTE THE "OFFER") ENCLOSED HEREWITH.
FOR YOUR INFORMATION AND FOR FORWARDING TO YOUR CLIENTS FOR
WHOM YOU HOLD SHARES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE, OR
WHO HOLD SHARES REGISTERED IN THEIR OWN NAMES, WE ARE ENCLOSING THE FOLLOWING
DOCUMENTS:
1. SUPPLEMENT DATED MAY 21, 1999;
<PAGE>
2. REVISED GOLD LETTER OF TRANSMITTAL TO BE USED BY
HOLDERS OF SHARES IN ACCEPTING THE OFFER. FACSIMILE
COPIES OF THE GOLD LETTER OF TRANSMITTAL OR THE
ORIGINAL BLUE LETTER OF TRANSMITTAL MAY BE USED TO
ACCEPT THE OFFER;
3. REVISED GREY NOTICE OF GUARANTEED DELIVERY TO BE USED
TO ACCEPT THE OFFER IF THE CERTIFICATES EVIDENCING SUCH
SHARES ARE NOT IMMEDIATELY AVAILABLE OR TIME WILL NOT
PERMIT ALL REQUIRED DOCUMENTS TO REACH THE DEPOSITARY
PRIOR TO THE EXPIRATION DATE OR THE PROCEDURE FOR
BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON A TIMELY
BASIS;
4. A LETTER WHICH MAY BE SENT TO YOUR CLIENTS FOR WHOSE
ACCOUNTS YOU HOLD SHARES REGISTERED IN YOUR NAME OR IN
THE NAME OF YOUR NOMINEES, WITH SPACE PROVIDED FOR
OBTAINING SUCH CLIENTS' INSTRUCTIONS WITH REGARD TO THE
OFFER;
5. GUIDELINES OF THE INTERNAL REVENUE SERVICE FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9; AND
6. RETURN ENVELOPE ADDRESSED TO THE DEPOSITARY.
WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD
SHARES REGISTERED IN YOUR NAME (OR IN THE NAME OF YOUR NOMINEE) OR WHO HOLD
SHARES REGISTERED IN THEIR OWN NAMES. PLEASE BRING THE OFFER TO THEIR ATTENTION
AS PROMPTLY AS POSSIBLE. THE PURCHASER WILL NOT PAY ANY FEES OR COMMISSIONS TO
ANY BROKER OR DEALER OR ANY OTHER PERSON (OTHER THAN THE INFORMATION AGENT) FOR
SOLICITING TENDERS OF SHARES PURSUANT TO THE OFFER. YOU WILL BE REIMBURSED BY
THE PURCHASER FOR CUSTOMARY MAILING EXPENSES INCURRED BY YOU IN FORWARDING ANY
OF THE ENCLOSED MATERIALS TO YOUR CLIENTS. THE PURCHASER WILL PAY OR CAUSE TO BE
PAID ANY STOCK TRANSFER TAXES PAYABLE ON THE SALE AND TRANSFER OF SHARES TO IT
OR ITS ORDER, EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 6 OF THE LETTER OF
TRANSMITTAL.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR
CLIENTS AS PROMPTLY AS POSSIBLE. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS
EXTENDED.
In order to take advantage of the Offer, (1) a duly executed
and properly completed Letter of Transmittal, and, if necessary, any other
required documents should be sent to the Depositary and (2) either certificates
representing the tendered Shares should be delivered to the Depositary, or such
Shares should be tendered by book-entry transfer into the Depositary's account
at one of the book-entry transfer facilities (as defined in the Offer to
Purchase), all in accordance with the Instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be
addressed to the Information Agent at the address and telephone number as set
forth on the back cover page of the Offer to Purchase.
Additional copies of the above documents may be obtained from
the Information Agent, at the address and telephone number set forth on the back
cover of the Offer to Purchase.
Very truly yours,
GT ACQUISITION CORP.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON AS AN AGENT OF PARENT, PURCHASER, THE DEPOSITARY OR
THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED AND THE STATEMENTS CONTAINED THEREIN.
-2-
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH DATED MAY 21, 1999
GT ACQUISITION CORP.
A WHOLLY OWNED SUBSIDIARY OF
WHX CORPORATION
HAS AMENDED ITS OFFER TO PURCHASE TO INCREASE THE PRICE FOR
ANY AND ALL OF THE OUTSTANDING SHARES
OF
COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
TO
$11.50 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND WILL NOW EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER
IS EXTENDED.
MAY 21, 1999
TO OUR CLIENTS:
ENCLOSED FOR YOUR CONSIDERATION IS THE SUPPLEMENT, DATED MAY
21, 1999 (THE "SUPPLEMENT") TO THE OFFER TO PURCHASE, DATED DECEMBER 17, 1998
(THE "OFFER TO PURCHASE") AND THE REVISED GOLD LETTER OF TRANSMITTAL (WHICH,
WITH THE ORIGINAL BLUE LETTER OF TRANSMITTAL, AS AMENDED FROM TIME TO TIME,
TOGETHER CONSTITUTE THE "OFFER") IN CONNECTION WITH THE OFFER BY GT ACQUISITION
CORP., A DELAWARE CORPORATION ("PURCHASER") AND A WHOLLY OWNED SUBSIDIARY OF WHX
CORPORATION, A DELAWARE CORPORATION ("PARENT"), TO PURCHASE ANY AND ALL OF THE
OUTSTANDING SHARES OF COMMON STOCK, PAR VALUE $.25 PER SHARE (THE "SHARES") OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC., A DELAWARE CORPORATION (THE "COMPANY"),
INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE 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, 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.
THE MATERIAL IS BEING SENT TO YOU AS THE BENEFICIAL OWNER OF
SHARES HELD BY US FOR YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. WE ARE THE
HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES
CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
WE REQUEST INSTRUCTIONS AS TO WHETHER YOU WISH TO HAVE US
TENDER ON YOUR BEHALF ANY OR ALL OF THE SHARES HELD BY US FOR YOUR ACCOUNT, UPON
THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER.
<PAGE>
YOUR ATTENTION IS INVITED TO THE FOLLOWING:
1. THE OFFER PRICE HAS BEEN INCREASED TO $11.50 PER
SHARE, NET TO THE SELLER IN CASH WITHOUT INTEREST
THEREON.
2. THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED
AND WILL NOW EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, JUNE 4, 1999, UNLESS THE OFFER IS
EXTENDED.
3. THE OFFER IS BEING MADE FOR ANY AND ALL OF THE
OUTSTANDING SHARES.
4. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
(1) THE PREFERRED STOCK PURCHASE RIGHTS HAVING BEEN
REDEEMED BY THE BOARD OF DIRECTORS OF THE COMPANY OR
THE PURCHASER BEING SATISFIED, IN ITS REASONABLE
JUDGMENT, THAT SUCH PREFERRED STOCK PURCHASE RIGHTS
ARE INVALID OR OTHERWISE INAPPLICABLE TO THE OFFER,
(2) THE PURCHASER BEING SATISFIED, IN ITS REASONABLE
JUDGMENT, THAT THE PROPOSED MERGER CAN BE CONSUMMATED
WITHOUT THE NEED FOR A SUPERMAJORITY VOTE OF THE
COMPANY'S STOCKHOLDERS PURSUANT TO ARTICLE VI OF THE
COMPANY'S CHARTER, (3) THE PURCHASER BEING SATISFIED,
IN ITS REASONABLE JUDGMENT, THAT THE PROVISIONS OF
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
HAVE BEEN COMPLIED WITH OR ARE INVALID OR OTHERWISE
INAPPLICABLE TO THE OFFER AND THE PROPOSED MERGER AND
(4) THE COMPANY NOT HAVING ENTERED INTO OR
EFFECTUATED ANY AGREEMENT OR TRANSACTION WITH ANY
PERSON OR ENTITY (INCLUDING ITS STOCKHOLDERS) HAVING
THE EFFECT OF IMPAIRING THE PURCHASER'S ABILITY TO
ACQUIRE THE COMPANY OR OTHERWISE DIMINISHING THE
EXPECTED ECONOMIC VALUE TO THE PURCHASER OF THE
ACQUISITION OF THE COMPANY, OR THE COMPANY NOT
POSTPONING ITS 1999 ANNUAL MEETING OF STOCKHOLDERS OR
TAKING ANY OTHER ACTION THAT WOULD IMPEDE THE
PARENT'S ABILITY TO NOMINATE ONE OR MORE DIRECTORS
FOR ELECTION OR ITS ABILITY TO MAKE ANY OTHER
PROPOSALS TO BE VOTED UPON BY STOCKHOLDERS AT SUCH
MEETING.
5. TENDERING STOCKHOLDERS WILL NOT BE OBLIGATED TO PAY
BROKERAGE FEES OR COMMISSIONS OR, EXCEPT AS SET FORTH
IN INSTRUCTION 6 OF THE LETTER OF TRANSMITTAL, STOCK
TRANSFER TAXES ON THE PURCHASE OF SHARES BY THE
PURCHASER PURSUANT TO THE OFFER. HOWEVER, FEDERAL
INCOME TAX BACKUP WITHHOLDING AT A RATE OF 31% MAY BE
REQUIRED, UNLESS AN EXEMPTION IS PROVIDED OR UNLESS
THE REQUIRED TAXPAYER IDENTIFICATION INFORMATION IS
PROVIDED. SEE INSTRUCTION 9 OF THE LETTER OF
TRANSMITTAL.
THE OFFER IS MADE SOLELY BY THE OFFER TO PURCHASE, THE
SUPPLEMENT AND THE RELATED LETTERS OF TRANSMITTAL AND IS BEING MADE TO ALL
HOLDERS OF SHARES. THE PURCHASER IS NOT AWARE OF ANY STATE WHERE THE MAKING OF
THE OFFER IS PROHIBITED BY ADMINISTRATIVE OR JUDICIAL ACTION PURSUANT TO ANY
VALID STATE STATUTE. IF THE PURCHASER BECOMES AWARE OF ANY VALID STATE STATUTE
PROHIBITING THE MAKING OF THE OFFER OR THE ACCEPTANCE OF SHARES PURSUANT
THERETO, THE PURCHASER WILL MAKE A GOOD FAITH EFFORT TO COMPLY WITH SUCH STATE
STATUTE. IF, AFTER SUCH GOOD FAITH EFFORT, THE PURCHASER CANNOT COMPLY WITH SUCH
STATE STATUTE, THE OFFER WILL NOT BE MADE TO (NOR WILL TENDERS BE ACCEPTED FROM
OR ON BEHALF OF) THE HOLDERS OF SHARES IN SUCH STATE. IN ANY JURISDICTION WHERE
THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF THE
PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS
OF SUCH JURISDICTION.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES,
PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE
INSTRUCTION FORM CONTAINED IN THIS LETTER. AN ENVELOPE IN WHICH TO RETURN YOUR
INSTRUCTIONS TO US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL
SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED ON THE INSTRUCTION FORM
SET FORTH IN THIS LETTER. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE
TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF
THE OFFER.
-2-
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER
TO PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed
Offer to Purchase, dated December 17, 1998, and the related Letter of
Transmittal (which, as amended from time to time, together constitute the
"Offer"), in connection with the offer by GT Acquisition Corp., a Delaware
corporation (the "Purchaser") and a wholly owned subsidiary of WHX Corporation,
a Delaware corporation, to purchase all of the shares of common stock, par value
$.25 per share (the "Shares") of Global Industrial Technologies, Inc. (the
"Company"), a Delaware corporation, including the associated Preferred Stock
Purchase Rights issued pursuant to the Rights Agreement, dated as of October 5,
1995, as amended on February 16, 1998, September 18, 1998 and October 5, 1998,
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.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated in either appropriate space
below, all Shares) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
NUMBER OF SHARES TO BE TENDERED:*
SIGN HERE
________________Shares ___________________________________
Account Number:_______________ ___________________________________
Signature(s)
Dated: _____________, 199__ ___________________________________
___________________________________
Please Type or Print Name(s)
___________________________________
___________________________________
Please Type or Print
Address(es) Here
___________________________________
Area Code and Telephone Number
___________________________________
Taxpayer Identification or
Social Security Number(s)
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by
us for your account are to be tendered.
Exhibit (a)(21)
CONTACTS:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
WHX CORPORATION INCREASES OFFER TO
$11.50 PER SHARE FOR GLOBAL INDUSTRIAL TECHNOLOGIES
New York-May 20, 1999--WHX Corporation (NYSE: WHX) announced
today that it has increased 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. to $11.50 per share.
In connection with this enhanced proposal, the tender offer
has been extended through 12:00 midnight, New York City time, on Friday, June 4,
1999. The depositary for the tender offer, Harris Trust and Savings Bank, has
advised WHX that 4,174,938 shares of Global had been tendered and not withdrawn
as of the close of business on May 20, 1999. 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 28.5% of the approximately 22.3 million
shares of Global that are currently outstanding.
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.
