SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported) October 5, 1998
Global Industrial Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11160 75-2617871
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2121 San Jacinto, Suite 2500, Dallas, Texas 75201
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(Address of principal executive offices) (Zip Code)
(214) 953-4500
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On October 5, 1998, Global Industrial Technologies, Inc., a Delaware
corporation (the "Company"), amended its Rights Agreement, dated as of October
31, 1995, as amended (the "Rights Agreement"), between the Company and The Bank
of New York, a New York banking corporation (the "Rights Agent"), by adoption of
the Third Amendment to Rights Agreement, dated as of October 5, 1998 (the "Third
Amendment"). The Rights Agreement was filed by the Company as an exhibit to Form
8-B on October 31, 1995. The capitalized terms used but not defined herein shall
have the meaning ascribed to such terms in the Rights Agreement, as amended. The
Third Amendment amends Section 1(a) of the Rights Agreement.
The foregoing description is qualified in its entirety by reference to
the Third Amendment which is attached as an exhibit hereto and is incorporated
herein by reference.
The Rights Agreement, the First Amendment to Rights Agreement, dated
February 16, 1998 (the "First Amendment") and the Second Amendment to Rights
Agreement, dated September 18, 1998 (the "Second Amendment"), which were filed
October 31, 1995, March 12, 1998 and September 21, 1998, respectively, are
incorporated by reference as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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Exhibit No. Description
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99.1 Third Amendment to Rights Agreement, dated October 5, 1998,
between the Company and The Bank of New York.
99.2 Rights Agreement, dated October 31, 1995, between the Company
and The Bank of New York attached as Exhibit 4.2 to the Company's
Report on Form 8-B, as filed October 31, 1995.
99.3 First Amendment to Rights Agreement, dated February 16, 1998,
attached as Exhibit No. 1 to the Company's Current Report on Form
8-A, as filed March 12, 1998.
99.4 Second Amendment to the Rights Agreement, dated September 18,
1998, attached as Exhibit No. 1 to the Company's Current Report
on Form 8-A/A, as filed September 21, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By /s/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: Senior Vice President,
General Counsel and
Secretary
Date: October 6, 1998
THIRD AMENDMENT TO RIGHTS AGREEMENT
This Third Amendment (this "Amendment"), dated as of October 5, 1998,
to the Rights Agreement (the "Rights Agreement"), dated as of October 31, 1995
and as amended as of February 16, 1998 and September 18, 1998, between GLOBAL
INDUSTRIAL TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation (the "Rights Agent"); all
capitalized terms not defined herein shall have the meanings ascribed to such
terms in the Rights Agreement.
WHEREAS, on October 20, 1995, the Board of Directors of the Company
authorized the issuance of one Right for each share of Common Stock to be issued
on the Effective Date of the Merger; and
WHEREAS, Section 26 of the Rights Agreement provides that as long as
the Rights are redeemable, the Company may in its sole and absolute discretion,
and the Rights Agent shall if the Company so directs, supplement or amend any
provision of the Rights Agreement without the approval of any holders of the
Rights; and
WHEREAS, the Board of Directors of the Company has deemed it necessary
and desirable to amend the Rights Agreement as set forth in this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Rights Agent hereby agree as follows:
Section 1. Section 1(a) of the Rights Agreement is hereby amended by
(a) deleting each reference to "15%" and replacing each such reference with
"10%" and (b) adding at the end of the first sentence thereof (before the
period) the following language:
or (iv) any Person who is the Beneficial Owner of 10% or more of the Voting
Stock of the Company outstanding as of the close of business on October 5,
1998, until
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such time thereafter as any such Person shall become the Beneficial Owner
(other than by means of a stock dividend or stock split) of an additional
100,000 shares of Voting Stock.
Section 2. Delaware Contract. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed and enforced in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.
Section 3. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
By: /s/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: Senior Vice President
Attest: /s/ KENNETH C. FERNANDEZ
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Name: Kenneth C. Fernandez
Title: Assistant Secretary
THE BANK OF NEW YORK
RIGHTS AGENT
By: /s/ JOHN I. SIVERTSEN
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Name: John I. Sivertsen
Title: Vice President
Attest: /s/ STEVEN MYERS
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Name: Steven Myers
Title: Assistant Treasurer
