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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. 5)
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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. 5 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(f) is hereby amended and supplemented
as follows:
In an October 25, 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 Monday,
November 15, 1999.
The full text of Parent's October 25, 1999 press release announcing
such extension is set forth in Exhibit (a)(13) hereto and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
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*(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
*(a)(12) Text of Press Release of Parent, dated October 14, 1999
(Free English Translation for Convenience Purposes Only)
(a)(13) Text of Press Release of Parent, dated October 25, 1999
*(b)(1) Credit Agreement, dated October 13, 1999, between RHI
Finance ApS, as Borrower, and Raiffeisen Zentralbank
Osterreich Aktiengesellschaft, Creditanstalt AG, ABN Amro
Bank N.V., Filiale Wien, Bank Austria Aktiengesellschaft,
Bank fur Arbeit und Wirtschaft AG, Erste Bank der
oesterreichischen Sparkassen AG and Osterreichische
Volksbanken AG, collectively, the Lenders, for [EURO]440
million (Free English Translation for Convenience Purposes
Only)
*(b)(2) Guaranty Agreement dated October , 1999, between Parent
and the Lenders (Free English Translation for Convenience
Purposes Only)
*(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
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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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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
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Dated: October 25, 1999
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION
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*(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
*(a)(12) Text of Press Release of Parent, dated October 14, 1999
(Free English Translation for Convenience Purposes Only)
(a)(13) Text of Press Release of Parent, dated October 25, 1999
*(b)(1) Credit Agreement, dated October 13, 1999, between RHI
Finance ApS, as Borrower, and Raiffeisen Zentralbank
Osterreich Aktiengesellschaft, Creditanstalt AG, ABN Amro
Bank N.V., Filiale Wien, Bank Austria Aktiengesellschaft,
Bank fur Arbeit und Wirtschaft AG, Erste Bank der
oesterreichischen Sparkassen AG and Osterreichische
Volksbanken AG, collectively, the Lenders, for [EURO]440
million (Free English Translation for Convenience Purposes
Only)
*(b)(2) Guaranty Agreement, dated October 14, 1999, between Parent
and the Lenders (Free English Translation for Convenience
Purposes Only)
(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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[LOGO]
PRESS RELEASE
EXTENSION OF TENDER OFFER FOR
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. COMMON STOCK
VIENNA, October 25, 1999 -- RHI AG (Vienna Stock Exchange: RHI) today announced
the extension of 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). As extended, the offer will expire at 9:00 a.m., New York City
time, on Monday, November 15, 1999.
The expiration date is being extended to permit RHI to complete divestitures of
certain refractory manufacturing assets in order to comply with Federal Trade
Commission (FTC) requirements for antitrust clearance.
As previously announced, the 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 is conducting discussions with possible
buyers for the assets but no definitive agreement has been reached. While RHI is
satisfied with the progress made to date on this matter, there can be no
assurance that RHI will be successful in divesting of such assets or the timing
or the terms thereof.
The offer continues to be subject to a financing condition. As previously
announced, RHI completed a share offering and entered into credit agreements
earlier this month, the proceeds of which are expected to be sufficient to
satisfy the financing condition. Under the merger agreement with Global, RHI
must either waive the financing condition by October 31, 1999 or pay Global $10
million. These requirements will not apply if Global's net debt exceeds $250
million. RHI is assessing Global's net debt levels, but its current expectation
is that it will waive the financing condition by the end of the month.
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 the financing condition.
As of October 22, 1999, approximately 9,375,631 shares of common stock of Global
had been tendered and not withdrawn pursuant to the tender offer. This
constitutes approximately 37.8% 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
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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 that
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]
