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THIS IS BEING FILED TO INCLUDE THE CORRECT EXHIBIT 23
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1997
Commission File Number 1-11160
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2617871
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2121 SAN JACINTO, SUITE 2500, DALLAS, TEXAS 75201
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number)(214) 953-4500
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock, Par Value $0.25 Per Share New York Stock Exchange, Inc.
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting stock (based on the closing price on
the New York Stock Exchange as of December 31, 1997 held by non-affiliates of
the registrant was approximately $371,154,791.
As of December 31, 1997, there were 21,913,207 shares of Global Industrial
Technologies, Inc. Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's definitive 1998 proxy statement filed or to be filed
pursuant to Regulation 14A are incorporated by reference into Part III of this
Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Global Industrial Technologies, Inc. has duly caused this report to
be signed by the undersigned, thereunto duly authorized in the City of Dallas,
State of Texas, on January 27, 1998.
Global Industrial Technologies, Inc.
By: /s/ Gary G. Garrison
----------------------------------
Gary G. Garrison
Vice President - Finance,
Chief Financial Officer
(Principal Finance and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on January 27, 1998.
SIGNATURE TITLE
--------- -----
*/s/ J. L. Jackson Chairman of the Board, Chief
- -----------------------------
(J. L. Jackson) Executive Officer and Director
(Principal Executive Officer)
/s/ Gary G. Garrison Vice President - Finance,
- -----------------------------
(Gary G. Garrison) Chief Financial Officer
(Principal Finance and Accounting
Officer)
/s/ David H. Blake Director
- -----------------------------
(David H. Blake)
/s/ Samuel B. Casey, Jr. Director
- -----------------------------
(Samuel B. Casey, Jr.)
/s/ Rawles Fulgham Director
- -----------------------------
(Rawles Fulgham)
/s/ R. W. Vieser Director
- -----------------------------
(R. W. Vieser)
21
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INDEX TO EXHIBITS
PAGE EXHIBIT DESCRIPTION
- ---- ------- -----------
2.1 Agreement and Plan of Merger, dated as of October 30, 1995,
among Global Industrial Technologies, Inc., GPI Merger, Inc.
and INDRESCO Inc. (Incorporated herein by reference to
Exhibit 2.1 to Form 10-K for the year ended October 31,
1995).
2.2 Reorganization Agreement, dated October 20, 1995, among
INDRESCO Inc., GIX Marion, Inc., Shred Pax Systems, Inc.,
INTOOL, Inc., Global Industrial Technologies, Inc., GPI
Merger, Inc., GPX Corp., and GLOBAL INDUSTRIAL TECHNOLOGIES,
INC. Limited. (Incorporated herein by reference to Exhibit
2.2 to Form 10-K for the year ended October 31, 1995).
2.3 Acquisition Agreement dated as of August 12, 1994, by and
among Penoles, Quimica Magna, S.A. de C.V. ("Quimica"),
Refmex, RefGreen, Flir, Quimica de Rey, S.A. de C.V.
("QDR"), INDRESCO, Indresco Mexico, IIRI and Refractarios
Mexicanos (Incorporated by reference to Exhibit 2 to Form 8-
K, Current Report, dated September 30, 1994).
2.4 First Amendment to Acquisition Agreement dated as of
September 30, 1994, by and among Penoles, Quimica, Refmex,
RefGreen, Flir, QDR, INDRESCO, Indresco Mexico, IIRI and
Refractarios Mexicanos (Incorporated by reference to Exhibit
2.1 to Form 8-K, Current Report, dated September 30, 1994).
2.5 Inventory Purchase Agreement dated as of September 30, 1994,
by and among Quimica and Refractarios Mexicanos
(Incorporated by reference to Exhibit 2.2 to Form 8-K,
Current Report, dated September 30, 1994).
2.6 Assignment and Assumption Agreement dated as of September
30, 1994, by and among Refmex, RefGreen and Refractarios
Mexicanos (Incorporated by reference to Exhibit 2.3 to Form
8-K, Current Report, dated September 30, 1994).
2.7 Flir Asset Purchase Agreement dated as of September 30,
1994, by and among Flir and Refractarios Mexicanos
(Incorporated by reference to Exhibit 2.4 to Form 8-K,
Current Report, dated September 30, 1994).
2.8 Magnesite Supply Agreement dated as of September 30, 1994,
by and between QDR and Refractarios Mexicanos (Incorporated
by reference to Exhibit 2.5 to Form 8-K, Current Report,
dated September 30, 1994).
2.9 Stock Purchase Agreement dated as of September 30, 1994, by
and among IIRI, Indresco Mexico and Quimica (Incorporated by
reference to Exhibit 2.6 to Form 8-K, Current Report, dated
September 30, 1994).
2.10 Noncompetition Agreement dated as of September 30, 1994, by
and between Penoles and INDRESCO (Incorporated by reference
to Exhibit 2.7 to Form 8-K, Current Report, dated September
30, 1994).
3.1 Form of Restated Certificate of Incorporation of the
Registrant filed with the Secretary of State of Delaware and
effective on November 1, 1995 (Incorporated by reference to
Exhibit 3.1 to Form 8-B, Registration Statement effective
November 1, 1995).
E-1
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INDEX TO EXHIBITS (Continued)
PAGE EXHIBIT DESCRIPTION
- ---- ------- -----------
3.2 Bylaws of the Registrant, as amended effective December 13,
1995. (Incorporated by reference to Exhibit 3.2 to Form 10K
for the year ended October 31, 1995).
3.3 Certificate of Designations of Series A Junior Preferred
Stock of the Registrant (Incorporated by reference to
Exhibit 3.3 to Form 8-B,Registration Statement, effective
November 1, 1995).
4.1 Form of Common Stock Certificate. (Incorporated herein by
reference to Exhibit 4.1 to Form 10-K for the year ended
October 31, 1995).
4.2 Form of Rights Agreement between the Registrant and The Bank
of New York (Incorporated by reference to Exhibit 4.2 to
Form 8-B, Registration Statement, effective November 1,
1995).
10.1 Distribution Agreement (Incorporated by reference to Exhibit
10.1 to Form 10).
10.2 Master Corporate Services and Support Agreement
(Incorporated by reference to Exhibit 10.2 to Form 8, Post
Effective Amendment No. 3 to Form 10).
10.3 Employee Matters Agreement (Incorporated by reference to
Exhibit 10.3 to Form 8, Post Effective Amendment No. 3 to
Form 10).
10.4 Environmental Matters Agreement (Incorporated by reference
to Exhibit 10.4 to Form 8, Post Effective Amendment No. 3 to
Form 10).
10.5 Intellectual Property Agreement (Incorporated by reference
to Exhibit 10.5 to Form 8, Post Effective Amendment No. 3 to
Form 10).
10.6 Tax Sharing Agreement (Incorporated by reference to Exhibit
10.6 to Form 8, Post Effective Amendment No. 3 to Form 10).
#10.7 Global Industrial Technologies, Inc. 1992 Stock Compensation
Plan, as amended, (Incorporated herein by reference to
Exhibit A to Registrant's Definitive Proxy Statement dated
February 12, 1993 for the Annual Meeting of Shareholders
held March 17, 1993).
#10.8 Global Industrial Technologies, Inc. Deferred Compensation
Plan (Incorporated herein by reference to Exhibit A to
Registrant's Definitive Proxy Statement dated February 10,
1995 for the Annual Meeting of Shareholders held March 15,
1996).
#10.9 Global Industrial Technologies, Inc. 1993 Directors' Stock
Incentive/Retirement Plan (Incorporated herein by reference
to Exhibit 10.7 to Form 10-K for the year ended October 31,
1993).
#10.10 Global Industrial Technologies, Inc. Incentive Stock Unit
Plan (Incorporated herein by reference to Exhibit 10.11 to
Form 10).
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INDEX TO EXHIBITS (Continued)
PAGE EXHIBIT DESCRIPTION
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#10.11 Incentive Compensation Plan for the Officers and
Headquarters' Staff of Global Industrial Technologies, Inc.,
as amended (Incorporated by reference to Exhibit 10.7 to
Form 10-K for the year ended October 31, 1993).
#10.12 Global Industrial Technologies, Inc. Retirement Income Plan
for Industrial Operations (Incorporated by reference to
Exhibit 10.10 to Form 10).
#10.13 ERISA Compensation Limit Benefit Plan for Executives of
Global Industrial Technologies, Inc. (Incorporated by
reference to Exhibit 10.6 to Registrant's Form 10-Q for the
quarter ended July 31, 1992).
#10.14 ERISA Excess Benefit Plan for Salaried Employees of Global
Industrial Technologies, Inc. and its Participating
Subsidiaries Who Are Not Represented By a Recognized Union
(Incorporated by reference to Exhibit 10.7 to Registrant's
Form 10-Q for the quarter ended July 31, 1992).
#10.15 Supplemental Executive Retirement Plan for Top Executives of
Global Industrial Technologies, Inc. (Incorporated by
reference to Exhibit 10.7 to Form 10-K for the year ended
October 31, 1993).
#10.16 Global Industrial Technologies, Inc. Division Executive
Incentive Plan (Incorporated by reference to Exhibit 10.16
to Form 10-K for the year ended October 31, 1994).
#10.17 Global Industrial Technologies, Inc. Deferred Savings Plan,
as Amended and Restated, and related Trust Agreements
(Incorporated by reference to Exhibit 5.01 to Registration
Statement No. 33-98006 on Form S-8).
10.18 Credit Agreement, dated as of September 23, 1994, among
INDRESCO Inc., Various Financial Institutions and Bank of
America Illinois, as Agent (Incorporated by reference to
Exhibit 10 to Form 10-Q for the quarter ended July 31, 1995)
10.19 Assignment and Assumption Agreement and Second Amendment to
Credit Agreement, entered into as of November 1, 1995, among
Harbison-Walker Refractories Company (formerly known as
INDRESCO Inc.), Global Industrial Technologies, Inc., GPX
Corp. and Bank of America Illinois, as Lender and
Agent.(Incorporated by reference to Exhibit 10.19 to Form
10K for the year ended October 31, 1995).
10.20 Asset Purchase Agreement, dated as of July 21, 1997 by and
among The Marion Power Shovel Company, Marion Power Shovel
Pty, Ltd., INTOOL International B.V., and Global-Gix Canada
Inc. (collectively, as Sellers) and Global Industrial
Technologies, Inc. as Parent and Bucyrus International,
Inc., Bucyrus (Australia) Proprietary Ltd., Bucyrus (Africa)
(Proprietary) Limited, and Bucyrus Canada Limited
(collectively, as Buyers) (Incorporated herein by reference
to Exhibit 10 to Form 10-Q for the quarter ending July 31,
1997)
*21 Subsidiaries of the Registrant.
*23 Consent of Price Waterhouse LLP.
*27 Financial Data Schedule.
*Filed herewith.
# Management compensatory plan
The Company will furnish copies of any exhibit on request and payment of the
Company's reasonable expenses of furnishing such exhibit.
E-3
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33-56306, 33-56440, 33-56442, 33-79672 and
33-98006) of our report dated December 12, 1997, except as to the last paragraph
of Note C, which is as of January 19, 1998, appearing on page F-4 of this Annual
report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Dallas, Texas
January 29, 1998
