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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
__________________
U.S. INTEC, INC.
(Name of Subject Company)
__________________
USI ACQUISITION COMPANY
G-I HOLDINGS INC.
(Bidders)
________________
Common Stock, $.02 par value
(Title of Class of Securities)
912084-10-0
(CUSIP Number of Common Stock)
______________
Mark A. Buckstein, Esq.
Executive Vice President and General Counsel
GAF Corporation
1361 Alps Road
Wayne, New Jersey 07470
(201) 628-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
______________
Copy to:
Stephen E. Jacobs, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
________________
October 5, 1995
(Date of Event which Requires Filing Statement on Schedule 13D)
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This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule 14D-1 filed with the Commission on September 21,
1995 (as amended hereby, the "Schedule 14D-1") by USI Acquisition
Company, a Texas corporation ("Purchaser") and G-I Holdings Inc., a
Delaware corporation and the direct parent of Purchaser ("Parent"),
relating to the tender offer to purchase all of the outstanding shares
of common stock, $.02 par value (the "Shares"), of U.S. Intec, Inc., a
Texas corporation (the "Company"), at $9.05 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth
in the Offer to Purchase dated September 21, 1995 (the "Offer to
Purchase") and in the related Letter of Transmittal (which together
with the Offer to Purchase constitute the "Offer"), filed as Exhibits
(a)(1) and (a)(2), respectively, to the Schedule 14D-1.
This Amendment No. 1 also amends and supplements the
Statement on Schedule 13D filed with the Commission on September 21,
1995 by Purchaser, Parent, GAF and Samuel J. Heyman, with respect to
the acquisition by Parent pursuant to the Shareholders Agreement of
beneficial ownership (within the meaning of Rule 13d-3 under the
Exchange Act) of the Shares held by the Selling Shareholders.
The item numbers, captions and responses set forth below are in
accordance with the requirements of Schedule 14D-1. All capitalized
terms used and not defined herein have the respective meanings assigned
to them in the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(c) As set forth in GAF's press release dated October 6,
1995, which is filed as Exhibit (a)(8) hereto and the full text of
which is incorporated herein by reference, on October 5, 1995 the pre-
merger notification requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, expired without any request for
additional information or documentary materials from any governmental
authorities.
NYFS01...:\01\47201\0024\2114\AMD9265S.540
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated September 21, 1995.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(7) Text of Press Release, dated September 21, 1995.*
(a)(8) Text of Press Release, dated October 6, 1995.
(b) None.
(c)(1) Agreement and Plan of Merger, dated as of September 15,
1995, among Parent, Purchaser and the Company.*
(c)(2) Shareholders Agreement, dated as of September 14, 1995,
among Parent, Purchaser and the Selling Shareholders.*
(c)(3) Schedule 13D Joint Filing Agreement, dated September 21,
1995, among Parent, Purchaser, GAF and Mr. Heyman.*
(d) None.
(e) Not applicable.
(f) None.
* Previously filed with the Commission.
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 6, 1995
USI ACQUISITION COMPANY
By: /s/ James P. Rogers
-----------------------------
Name: James P. Rogers
Title: Senior Vice-President
G-I HOLDINGS, INC.
By: /s/ James P. Rogers
-----------------------------
Name: James P. Rogers
Title: Senior Vice-President
GAF CORPORATION
By: /s/ James P. Rogers
-----------------------------
Name: James P. Rogers
Title: Senior Vice-President
/s/ Samuel J. Heyman
------------------------------
Samuel J. Heyman, Individually
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EXHIBIT INDEX
EXHIBIT NO.
------------
(a)(1) Offer to Purchase, dated
September 21, 1995.*
(a)(2) Letter of Transmittal.*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(5) Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(6) Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9.*
(a)(7) Text of Press Release, dated September 21, 1995.*
(a)(8) Text of Press Release, dated October 6, 1995.
(b) None.
(c)(1) Agreement and Plan of Merger, dated
as of September 15, 1995, among Parent,
Purchaser and the Company.*
(c)(2) Shareholders Agreement, dated as of
September 14, 1995, among Parent,
Purchaser and the Selling Shareholders.*
(c)(3) Schedule 13D Joint Filing Agreement,
dated September 21, 1995, among Parent,
Purchaser, GAF and Mr. Heyman.*
(d) None.
(e) Not applicable.
(f) None.
* Previously filed with the Commission.
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NEWS
GAF Corporation
1361 Alps Road
Wayne, New Jersey 07470
(201) 628-3000
FOR IMMEDIATE RELEASE CONTACT:
--------------------- --------
Friday, October 6, 1995 Leonard S. Goodman
Chief Financial Officer
Building Materials Corporation
of America
(201) 628-3712
____________
HART-SCOTT-RODINO ACT WAITING PERIOD
REGARDING GAF'S TENDER OFFER
FOR U.S. INTEC, INC. EXPIRES
____________
Wayne, NJ, October 6, 1995 -- GAF Corporation announced today that the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
in connection with the cash tender offer for U.S. Intec, Inc. (AMEX: USI)
by its wholly owned subsidiary, USI Acquisition Company, expired
yesterday.
USI Acquisition's cash tender offer to purchase all outstanding
shares of U.S. Intec's common stock at $9.05 net per share, expires at
12:00 midnight, New York City time, on Thursday, October 19, 1995.
* * *
GAF Corporation, a Fortune 1000 company, is a leading manufacturer of
specialty chemicals and building materials through its two principal
subsidiaries, International Specialty Products Inc. and Building
Materials Corporation of America.
