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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. 2)
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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. 2 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 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(b) is hereby amended and supplemented
as follows:
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 Expiration Date, any of the following events shall have
occurred and be continuing:
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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
(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.
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<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 18, 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.
