SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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. 4)
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 and October 5, 1998 (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 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the following:
The information set forth in the nineteenth paragraph of the
Introduction of the Offer to Purchase, which is captioned "Supermajority
Condition", is hereby amended by deleting the words "in its sole discretion" and
inserting instead "in its reasonable discretion".
On February 1, 1999, the Parent issued a press release which announced
the extension of the Offer to 5:00 p.m., New York City time, on February 16,
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 time, on January 29, 1999, approximately 4,473,736 Shares
had been validly tendered and not withdrawn, representing approximately 20% of
the outstanding Common Stock. 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)(10) 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) (10) Text of Press Release issued by WHX Corporation on
February 1, 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: February 1, 1999
WHX CORPORATION
By: /S/ STEWART E. TABIN
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Name: Stewart E. Tabin
Title:Assistant Treasurer
GT ACQUISITION CORP.
By: /S/ STEWART E. TABIN
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Name: Stewart E. Tabin
Title: Vice President
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
(a)(10) Text of Press Release issued by WHX
Corporation on February 1, 1999. 5
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<PAGE>
Exhibit (a)(10)
CONTACTS:
Abernathy MacGregor Frank
Patricia Sturms/Joele Frank
(212) 371-5999
WHX CORPORATION ANNOUNCES EXTENSION OF TENDER OFFER FOR GLOBAL
INDUSTRIAL TECHNOLOGIES, INC. TO FEBRUARY 16, 1999
New York-February 1, 1999--WHX Corporation (NYSE: WHX) announced today
that its cash tender offer for any and all outstanding shares (other than the
2,173,800 shares currently owned by WHX) of Global Industrial Technologies, Inc.
(NYSE: GIX ) at $10.50 per share will be extended until 5:00 p.m., New York City
time, on February 16, 1999. The depositary for the tender offer, Harris Trust
and Savings Bank, has advised WHX that 4,473,736 shares (representing
approximately 20%of the total shares outstanding) of Global had been tendered
and not withdrawn as of the close of business on January 29, 1999.
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 ("H&H"), 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 ("WPSC"), a vertically integrated
manufacturer of value-added and flat rolled steel products. WHX's other
businesses include Unimast Incorporated ("Unimast"), a leading manufacturer of
steel framing and other products for commercial and residential construction and
WHX Entertainment Corp., a co-owner of a racetrack and video lottery facility
located in Wheeling, West Virginia.
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