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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
(Name of Subject Company)
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HEAT ACQUISITION CORP.
AND
RHI AG
(Bidders)
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COMMON STOCK, PAR VALUE $0.25 PER SHARE
(Title of Class of Securities)
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379335102
(CUSIP Number of Class of Securities)
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DR. GEORG OBERMEIER
CHIEF EXECUTIVE OFFICER
RHI AG
MOMMSENGASSE 35
A-1040 VIENNA, AUSTRIA
43-1-50213-123
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
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COPIES TO:
ROBERT A. PROFUSEK, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
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This Amendment No. 1 amends the Tender Offer Statement on Schedule 14D-1
(the "Statement") filed by RHI AG, an Austrian stock corporation ("Parent"), and
Heat Acquisition Corp., a Delaware corporation and an indirect, wholly owned
subsidiary of Parent ("Purchaser"), relating to the offer by Purchaser to
purchase all of the outstanding shares of common stock, par value $0.25 per
share (together with the associated preferred share purchase rights issued
pursuant to the Rights Agreement, dated October 31, 1995, as amended, between
Global Industrial Technologies, Inc., a Delaware corporation ("the Company"),
and The Bank of New York, the "Shares"), of the Company at a purchase price of
$13.00 per Share, net to the seller in cash.
Except as otherwise indicated herein, the information set forth in the
Statement remains unchanged, and each capitalized term used herein and not
defined herein has the meaning ascribed to such term in the Statement.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 4(a) is hereby amended and supplemented by
the following:
On July 30, 1999, in accordance with the terms of the Merger Agreement,
Parent paid the Company $5.0 million and notified the Company in writing of
Parent's determination to extend the Financing Termination Time (as such term is
defined in the Merger Agreement) to 5:00 p.m. (New York City time) on October
31, 1999.
ITEM 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The information set forth in Item 9(a) is hereby amended and supplemented as
follows:
On August 4, 1999, Parent issued a press release announcing certain sales
and earnings data for the quarter ended June 30, 1999, the full text of which is
set forth in Exhibit (a)(9) attached hereto and is incorporated herein by
reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(b) is hereby amended and supplemented
as follows:
The first paragraph in Section 2 of the Offer To Purchase ("Acceptance for
Payment and Payment for Shares") is restated to read as follows:
Upon the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and
conditions of any such extension or amendment), Purchaser will accept
for payment (and thereby purchase) and pay for Shares that are validly
tendered and not properly withdrawn prior to the Expiration Date, as
soon as practicable after the Expiration Date. Subject to the applicable
rules of the Commission and the terms of the Merger Agreement, Purchaser
expressly reserves the right to delay acceptance for payment of, or
payment for, Shares in order to comply, in whole or in part, with any
other applicable law, regulation or order.
The first paragraph in Section 14 of the Offer To Purchase ("Certain
Conditions of the Offer") is restated to read as follows:
Notwithstanding any other provisions of the Offer and subject to
(and not in limitation of) Purchaser's rights or obligations with
respect to extending and amending the Offer pursuant to the terms of the
Merger Agreement, Purchaser will not be required to accept for payment,
subject to any applicable rules and regulations of the Commission,
including Rule 14e-1(c) under the Exchange Act (relating to Purchaser's
obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), and may delay the acceptance
for payment of or, subject to the restriction referred to above, any
tendered Shares, and subject to the terms of the Merger Agreement, may
amend or terminate the Offer, if (i) any applicable waiting period under
the HSR Act or any applicable laws regulating competition, antitrust,
investment or exchange controls in Germany and Mexico shall not have
expired or not have been terminated prior to the expiration of the
Offer, (ii) the Minimum Condition shall not have been satisfied or
waived (pursuant to the Merger Agreement) prior to the expiration of the
Offer, or (iii) at any time on or after the date of the Merger Agreement
and before the time of acceptance
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of Shares for payment pursuant to the Offer, any of the following events
shall have occurred and be continuing:
In addition, the information set forth in Items 10(b), (c) and (f) is hereby
amended and supplemented by the following:
On August 4, 1999, Parent, as the ultimate parent entity of Purchaser,
received a request for additional information (a "Second Request") from the FTC
under the HSR Act. Unless earlier terminated, the Second Request extends the
waiting period under the HSR Act until 11:59 p.m. (New York City time) ten
calendar days after substantial compliance by Parent with such request. The
expiration of such waiting period is a condition to the Offer, and accordingly,
the Offer may not be consummated until such time.
On August 6, 1999, Parent issued a press release with respect to the Second
Request, the full text of which is set forth in Exhibit (a)(10) attached hereto
and is incorporated herein by reference. In addition, in its August 6, 1999
press release, Parent announced the extension of the Expiration Date. The Offer
is hereby amended so that the Expiration Date is 12:00 Midnight, New York City
time, on September 30, 1999.
The seventh paragraph in Section 7 of the Offer To Purchase ("Certain
Information Concerning the Company") is restated to read as follows:
The Company Forecasts are included in this Offer To Purchase solely
because such information was provided to Parent during the course of its
evaluation of the Company. To Parent's and Purchaser's knowledge, the
Company does not make public projections or forecasts of its anticipated
financial position or results of operations as a matter of course. The
reports of PricewaterhouseCoopers LLP incorporated by reference in this
Offer To Purchase relate to the historical financial information of the
Company, do not extend to the Company Forecasts, and should not be read
to do so. The Company has informed Parent and Purchaser that the Company
Forecasts were not prepared with a view towards public disclosure, and
none of the Parent, Purchaser, the Dealer Manager, the Information Agent
or any of their respective representatives assumes any responsibility
for the validity, reasonableness, accuracy or completeness of the
Company Forecasts. Accordingly, the Company has made no representations
to Parent or Purchaser regarding such information. None of Parent,
Purchaser or the Company anticipates that it will, and each of Parent,
Purchaser and the Company disclaims any obligation to, furnish updated
forecasts or projections to any person, cause such information to be
included in documents required to be filed with the Commission or
otherwise make such information public (irrespective in any such case of
whether the Company Forecasts, in light of events or developments
occurring after the time at which they were originally prepared, shall
have ceased to have a reasonable basis).
<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
*(a)(1) Offer To Purchase, dated July 16, 1999
*(a)(2) Letter of Transmittal
*(a)(3) Notice of Guaranteed Delivery
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
*(a)(5) Form of 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) Form of Summary Advertisement, dated July 19, 1999
*(a)(8) Text of Joint Press Release of Parent and the Company, dated July 12, 1999
(a)(9) Text of Press Release of Parent, dated August 4, 1999
(a)(10) Text of Press Release of Parent, dated August 6, 1999
(b) Not applicable
*(c)(1) Agreement and Plan of Merger, dated July 12, 1999, among Parent, Purchaser and the
Company
(d) Not applicable
(e) Not applicable
(f) Not applicable
</TABLE>
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* Previously filed.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C> <C>
HEAT ACQUISITION CORP.
By: /s/ JAKOB MOSSER
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Name: Jakob Mosser
Title: President
RHI AG
By: /s/ JAKOB MOSSER
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Name: Jakob Mosser
Title: Member of Management Board
</TABLE>
Dated: August 6, 1999
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C>
*(a)(1) Offer To Purchase, dated July 16, 1999
*(a)(2) Letter of Transmittal
*(a)(3) Notice of Guaranteed Delivery
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
*(a)(5) Form of 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) Form of Summary Advertisement, dated July 19, 1999
*(a)(8) Text of Joint Press Release of Parent and the Company, dated July 12, 1999
(a)(9) Text of Press Release of Parent, dated August 4, 1999
(a)(10) Text of Press Release of Parent, dated August 6, 1999
(b) Not applicable
*(c)(1) Agreement and Plan of Merger, dated July 12, 1999, among Parent, Purchaser and the Company
(d) Not applicable
(e) Not applicable
(f) Not applicable
</TABLE>
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* Previously filed.
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Exhibit 99(a)(9)
RHI AG Press Release
4 AUGUST, 1999
- - EXPANSION OF WORLD-WIDE MARKET LEADERSHIP IN REFRACTORIES BASED ON THE
PLANNED ACQUISITION OF GLOBAL INDUSTRIAL TECHNOLOGIES
- - IMPROVEMENT IN SALES AND EARNINGS SITUATION IN THE SECOND QUARTER OF 1999
DESPITE CONTINUING DIFFICULT MARKET SITUATION IN EUROPE AND ASIA
- - SIGNIFICANT IMPROVEMENT IN RESULTS IN 2000 THROUGH ACCELERATED
RESTRUCTURING AND STEPPED UP MEASURES FOR SUSTAINABLE COST REDUCTION
RHI, since 1989 one of the most dynamic companies in the refractories industry
world-wide, is about to take a quantum leap. The acquisition and integration of
numerous refractories companies in the past ten years have made RHI the absolute
world market leader in the refractories industry. With the public tender offer
put forward to all shareholder of Global Industrial Technologies Inc. (GIT),
USA, on 12 July, 1999, RHI will continue to pursue this successful growth
strategy and expand its leading position in the market further.
The intended integration of GIT and its refractories subsidiary Harbison-Walker
makes RHI the leading refractories supplier in America. In addition, it will
significantly strengthen RHI's market position in the NAFTA region, one of the
most important refractories markets world-wide, and in Latin America, a
promising growth region. Moreover, a considerable potential for rationalization
is being created in the group's American refractories activities through the
intended integration of GIT/Harbison-Walker. From today's point of view, RHI
expects a sustainable cost-cutting potential of ATS 400 million / EUR 29 million
per year.
The purchasing price of USD 300 million (ATS 3.9 billion / EUR 283 million) is
to be financed through a capital increase and loan capital from existing and new
finance partners, in accordance with the overall financing concept of RHI.
In the second quarter of 1999 framework conditions were more favorable for RHI
than in the difficult first quarter of this year, but still worse than in the
same period of the previous year.
In the second quarter of 1999, sales revenue of the RHI group amounted to
approx. ATS 5.25 billion / EUR 381 million, thus falling 6% short of the figure
of ATS 5.61 billion / EUR 407 million in Q2/1998. This decline is primarily
attributable to the refractories division. The insulating division managed to
increase its sales revenue further thanks to the acquisitions made in the past
12 months. The engineering division continues to realize strong earnings. The
insulating division realized a clear improvement in results in the second
quarter of 1999. Overall, RHI's sales revenue amounted to ATS 10.24 billion /
EUR 744 million in the first six months of 1999 (1-6/1998: ATS 10.86 billion /
EUR 789 million).
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Compared to the first quarter of the current year, the earnings situation of the
RHI group improved significantly in Q2/1999 The operating result (EBIT) of the
RHI group amounted to ATS 203 million / EUR 14.8 million in the second quarter
of 1999 (Q2/1998: ATS 365 million / EUR 26.5 million). Overall, EBIT amounted to
ATS 161 million / EUR 11.7 million in the first half of 1999, falling short of
the excellent half-year result of ATS 490 million / EUR 35.6 million of the
previous year. The RHI group's EBT came to ATS 51 million / EUR 3.7 million in
the first half of 1999. Net income for this period amounted to ATS 35 million /
EUR 2.5 million. Net income after minorities was balanced in the first half of
1999.
Although the business development in the second quarter of 1999 was better than
in the first quarter of 1999, it still showed RHI's basic problems regarding
fixed costs. The Board of Management has thus come to the conclusion that the
cost-cutting measures introduced in 1998 are not sufficient to secure a
sustainable growth in earnings and value for the group.
Therefore RHI has worked out a drastic cost-cutting program, which will be
realized in the second half of 1999. Not only will excessive capacity in the
European refractories division be reduced, sales and overhead structures will
also be made considerable leaner. This will lead to sustainable annual savings
amounting to approx. ATS 750 million / EUR 55 million. Apart from closing down
locations, RHI will also have to reduce staff by 6% or 600 employees world-wide
for this purpose. The non-recurrent extraordinary expenses related with these
measures will amount to approx. ATS 400 million / EUR 29 million and primarily
burden the results of 1999.
The RHI Board of Management is convinced that, based on the intended acquisition
of GIT/Harbison-Walker and the implementation of the cost-cutting measures, RHI
will show a clearly positive development of earnings and company value again
from 2000 onwards. However, to secure the future substantial burdens on the
results of the current year must be accepted. Yet, the Board of Management
expects a balanced result for the RHI group in 1999. The record result of 1998
is to be clearly exceeded by the year 2000.
Forward-looking statements in this press release involve risks and uncertainties
that could cause actual results to differ from those contemplated. Factors which
could cause those differences include the terms and availability of financing,
actions by other persons, legal and regulatory requirements and other factors.
FOR FURTHER QUESTIONS PLEASE CONTACT:
RHI AG / Peter Hofmann
Phone (+43) (1) 50213-123 / Fax (+43) (1) 50213-130
e-mail: [email protected]
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RHI FINANCIALS FOR THE FIRST HALF OF 1999
<TABLE>
<CAPTION>
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RHI: SALES REVENUE AND EARNINGS 1-6/1999 1-6/1998
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in million ATS EUR ATS EUR
<S> <C> <C> <C> <C>
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Sales revenue 10,236 743.9 10,860 789.2
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Operating result (EBIT) 161 11.7 490 35.6
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EBT 51 3.7 401 29.1
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Net income for the period 35 2.5 310 22.5
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Net income after minorities 1 0.1 287 20.9
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</TABLE>
<TABLE>
<CAPTION>
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RHI: SALES REVENUE 1-6/1999 1-6/1998
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in million ATS EUR ATS EUR
<S> <C> <C> <C> <C>
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Refractories 7,329 532.6 8,356 607.3
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Engineering 837 60.8 737 53.6
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Insulating 1,196 86.9 839 61.0
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Waterproofing 961 69.8 1,000 72.7
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Other and consolidation (87) (6.3) (72) (5.2)
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RHI group 10,236 743.9 10,860 789.2
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</TABLE>
<TABLE>
<CAPTION>
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RHI: OPERATING RESULT (EBIT) 1-6/1999 1-6/1998
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in million ATS EUR ATS EUR
<S> <C> <C> <C> <C>
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Refractories 105 7.6 462 33.6
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Engineering 28 2.0 16 1.2
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Insulating 49 3.6 27 2.0
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Waterproofing (21) (1.5) (16) (1.2)
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Other and consolidation 0 0.0 1 0.1
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RHI group 161 11.7 490 35.6
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</TABLE>
<PAGE>
Exhibit (a)(10)
RHI AG Press Release
RHI AG RECEIVES SECOND REQUEST FROM FTC FOR INFORMATION CONCERNING
ACQUISITION OF GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
VIENNA, August 6, 1999 -- RHI AG (Vienna Stock Exchange: RHI) today announced
that it has received a request from the Federal Trade Commission (FTC) for
additional information under the provisions of the Hart-Scott-Rodino Antitrust
Improvements Act in connection with the previously-announced acquisition of
Global Industrial Technologies, Inc.
The FTC request will extend the Hart-Scott-Rodino waiting period until ten days
after the date on which RHI substantially complies with the FTC's request,
unless the FTC decides to terminate the waiting period earlier.
On July 16, 1999, RHI commenced a cash tender offer for all of the outstanding
shares of common stock of Global at a price of $13 per share. The tender offer
is being made pursuant to a previously announced merger agreement between RHI, a
subsidiary of RHI and Global.
RHI also announced today that its cash tender offer has been extended. As
extended, the offer will expire at 12:00 Midnight, New York City time, on
September 30, 1999, unless further extended. The depositary of the tender offer,
The Bank of New York, has advised RHI that approximately 13% of outstanding
shares of Global had been tendered and not withdrawn as of the close of business
on August 5, 1999.
The tender offer remains conditioned upon, among other things, the tender of at
least a majority of the shares of common stock outstanding on a fully-diluted
basis, the expiration of any applicable waiting period under the
Hart-Scott-Rodino Act and any similar laws in Germany and Mexico, and RHI
receiving financing on terms reasonably satisfactory to RHI given the structure
of the financing contemplated by the merger agreement.
In addition, RHI announced that in accordance with the terms of the merger
agreement, on July 30, 1999, it paid Global $5.0 million and extended the period
during which it may seek financing without Global having the right to terminate
the merger agreement from July 30, 1999 to October 31, 1999.
RHI is a global operator in the refractories, engineering, insulating and
waterproofing sectors with over 10,000 employees at more than 50 locations
spanning all five continents. With VRD, RHI is the world market leader for
refractories and a vital partner to all industries whose activities require high
temperature production processes. RHI's customers include the steel, cement,
glass and nonferrous metal industries. In 1998 RHI reported earnings before tax
of (U.S.) $68.0 million on sales of (U.S.) $1.6 billion.
FOR FURTHER QUESTIONS PLEASE CONTACT:
RHI AG / Peter Hofmann
Phone (+43) (1) 50213-123 / Fax (+43) (1) 50213-130
e-mail: [email protected]
