SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 13
(FINAL AMENDMENT)
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. 15)
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, as amended and supplemented, 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, February 9, 1999, June 6, 1999 and July 9, 1999 (as so amended,
the "Rights Agreement"), between the Company and The Bank of New York, as Rights
Agent, at a price of $11.50 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated December 17, 1998 (the "Offer to Purchase"), as amended
by the Supplement thereto dated May 21, 1999 (the "Supplement") and the related
revised Letter of Transmittal (which, together with any amendments or
supplements thereto, constitute the "Offer") and (ii) the Schedule 13D filed by
the Parent, the Purchaser and Wheeling Pittsburgh Capital Corp., a wholly owned
subsidiary of the Parent, with respect to the Shares. Pursuant to Instruction D
to Schedule 14D-1, this Final Amendment constitutes the final amendment to the
Tender Offer Statement. 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 July 14, 1999, the Parent issued a press release which announced that
the Offer had expired on July 13, 1999, at 5:00 p.m. New York City time. No
Shares were accepted for payment or paid for pursuant to the Offer and all
shares previously tendered will be promptly returned by the Depositary. 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)(25) 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) (25) Text of press release of WHX Corporation dated July 14, 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: July 14, 1999
WHX CORPORATION
By: /s/ Ronald LaBow
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Name: Ronald LaBow
Title: Chairman of the Board
GT ACQUISITION CORP.
By: /s/ Ronald LaBow
-------------------------------------------
Name: Ronald LaBow
Title: President
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<PAGE>
FOR IMMEDIATE RELEASE
WHX ALLOWS ITS TENDER OFFER FOR
GLOBAL INDUSTRIAL TECHNOLOGIES TO EXPIRE
New York (July 14, 1999) -- WHX Corporation (NYSE: WHX) announced today that in
light of the proposed merger announced on July 12, 1999 between Global
Industrial Technologies (NYSE: GIX) and RHI AG (Vienna Stock Exchange: RHI) it
has decided to discontinue its tender offer for all of the outstanding shares of
Global stock. As previously announced, WHX's tender offer expired as of close of
business yesterday and will not be further extended. All shares tendered to WHX
will be promptly returned to their respective 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.
# # #
Contacts:
Abernathy MacGregor Frank
Patricia Sturms/Kate Huneke
(212) 371-5999
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