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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. 3)
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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. 3 amends the Tender Offer Statement on Schedule 14D-1, as
amended (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 is hereby amended and supplemented as
follows:
It is presently contemplated that the Financing will consist of an
underwritten public offering of newly issued shares of Parent's capital
stock and a credit facility provided by certain European banks.
On September 29, 1999, Parent launched a public offering of up to 6
million newly issued shares of Parent's capital stock to the Austrian and
German public (the "Equity Offering"). The Equity Offering is expected to
generate net proceeds to Parent of at least $151 million. Parent has also
obtained commitments from five European banks for a credit facility in the
amount of $465 million.
On September 29, 1999, Parent issued a press release with respect to the
Financing, the full text of which is set forth in Exhibit (a)(11) attached
hereto and is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Items 10(b), 10(c) and (f) is hereby amended
and supplemented as follows:
In its September 29, 1999 press release, Parent announced the
extension of the Expiration Date. The Offer is hereby amended so that
the Expiration Date is 9:00 a.m., New York City Time, on Tuesday,
October 26, 1999.
On August 6, 1999, Parent, on behalf of the Company, Purchaser and
itself as the ultimate parent of Purchaser, filed a pre-merger
notification with the FCO in Germany. On August 30, 1999, Parent was
notified by the FCO that the it would not raise any objections to the
Merger. Accordingly, the applicable waiting period is, as matter of law,
deemed terminated as of such date.
On September 3, 1999, the FTC indicated to RHI that it would not
object to the consummation of the Merger if Parent, prior to the
consummation of the Merger, enters into binding agreements to divest
certain assets relating to the manufacture of certain refractory
products on terms and to one or more buyers approved by the FTC.
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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
(a)(11) Text of Press Release of Parent, dated September 29, 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: September 29, 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
(a)(11) Text of Press Release of Parent, dated September 29, 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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RHI
PRESS RELEASE
EXTENSION OF TENDER OFFER FOR
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. COMMON STOCK
[LOGO]
PRESS RELEASE
EXTENSION OF TENDER OFFER FOR
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. COMMON STOCK
VIENNA, September 29, 1999 -- RHI AG (Vienna Stock Exchange: RHI) today
announced that the expiration date of the previously announced $13.00 per share
cash tender offer by RHI's subsidiary, Heat Acquisition Corp., for all of the
outstanding shares of common stock of Global Industrial Technologies, Inc.
(NYSE: GIX) has been extended until 9:00 a.m., New York City time, on Tuesday,
October 26, 1999.
The extension of the tender offer is intended to provide additional time for RHI
to satisfy various conditions to the tender offer including the financing
condition and the Hart-Scott-Rodino Act condition.
The financing for the tender offer and any required refinancing of Global's debt
is presently contemplated to consist of a public offering of newly issued shares
of RHI's capital stock and a credit facility provided by certain European banks.
RHI today launched a public offering of up to 6 million newly issued shares of
its capital stock in the Austrian and German capital markets. If fully
subscribed, the offering is expected to generate net proceeds to RHI of at least
EUR 143 million (US $151 million). The proceeds of the offering are currently
scheduled to be available to RHI on October 18, 1999.
RHI also announced today that it has obtained commitments from five European
banks for a credit facility in the amount of EUR 440 million (US $465 million).
On August 30, 1999, RHI was notified by the German Federal Cartel's Office that
it would not raise any objections to RHI's acquisition of Global and that the
applicable waiting period was, therefore, terminated as of such date.
The Federal Trade Commission (FTC) staff has indicated to RHI that it will not
object to the consummation of the Global acquisition if, prior to the
acquisition, RHI enters into binding agreements to divest certain assets
relating to the manufacture of certain refractory products on terms and to one
or more buyers approved by the FTC. RHI believes that these divestitures are
within its obligations under the merger agreement with Global and is proceeding
to seek buyers for the assets.
RHI expects to provide Global shareholders with additional information regarding
the terms of the credit facility and the equity financing once a definitive
agreement has been reached with the banks and the equity offering has been
finalized. This information is expected to be made available to Global
shareholders by mid-October.
While RHI is pleased with the progress made to date on these matters, there can
be no assurance that the financing will be finalized or that RHI will be
successful in divesting of such assets or the timing or the terms thereof.
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The tender offer remains conditioned upon, among other things, the tender of at
least a majority of the shares of Global's common stock outstanding on a
fully-diluted basis, the expiration of any applicable waiting period under the
Hart-Scott-Rodino Act and RHI receiving financing on terms reasonably
satisfactory to RHI given the structure of the financing contemplated by the
merger agreement.
As of September 28, 1999, approximately 7,400,266 shares of common stock of
Global had been tendered into the tender offer. This constitutes approximately
33.0% of Global's outstanding shares as of the commencement of the tender offer.
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 US $68.0 million on sales of US $1.6 billion.
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]
