<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(Final Amendment)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
STATEMENT OF BENEFICIAL OWNERSHIP
PURSUANT TO SECTION 13(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
(Name of Subject Company)
------------------------------
HEAT ACQUISITION CORP.
AND
RHI AG
(Bidders)
------------------------------
COMMON STOCK, PAR VALUE $0.25 PER SHARE
(Title of Class of Securities)
------------------------------
379335102
(CUSIP Number of Class of Securities)
------------------------------
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)
------------------------------
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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<PAGE>
SCHEDULES 14D-1/A AND 13D
CUSIP NO. 379335102 PAGE 2 OF 11 PAGES
<TABLE>
<C> <S>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RHI AG
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
AUSTRIA
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
20,717,602
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
NONE
WITH
10 SHARED DISPOSITIVE POWER
20,717,602
</TABLE>
<TABLE>
<C> <S>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,717,602 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
14. TYPE OF REPORTING PERSON*
CO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULES 14D-1/A AND 13D
CUSIP NO. 379335102 PAGE 3 OF 11 PAGES
<TABLE>
<C> <S>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VEITSCH-RADEX GMBH
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
AUSTRIA
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
20,717,602
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
NONE
WITH
10 SHARED DISPOSITIVE POWER
20,717,602
</TABLE>
<TABLE>
<C> <S>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,717,602 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
92.3%
14. TYPE OF REPORTING PERSON*
CO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULES 14D-1/A AND 13D
CUSIP NO. 379335102 PAGE 4 OF 11 PAGES
<TABLE>
<C> <S>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VRD AMERICAS B.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NETHERLANDS
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
20,717,602
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
NONE
WITH
10 SHARED DISPOSITIVE POWER
20,717,602
</TABLE>
<TABLE>
<C> <S>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,717,602 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
14. TYPE OF REPORTING PERSON*
CO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULES 14D-1/A AND 13D
CUSIP NO. 379335102 PAGE 5 OF 11 PAGES
<TABLE>
<C> <S>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
NORTH AMERICAN REFRACTORIES COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
OHIO
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
20,717,602
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
NONE
WITH
10 SHARED DISPOSITIVE POWER
20,717,602
</TABLE>
<TABLE>
<C> <S>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,717,602 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.3%
14. TYPE OF REPORTING PERSON*
CO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
SCHEDULES 14D-1/A AND 13D
CUSIP NO. 379335102 PAGE 6 OF 11 PAGES
<TABLE>
<C> <S>
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HEAT ACQUISITION CORP.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
BK, AF, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
</TABLE>
<TABLE>
<C> <C> <S>
7 SOLE VOTING POWER
NONE
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
20,717,602
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
NONE
WITH
10 SHARED DISPOSITIVE POWER
20,717,602
</TABLE>
<TABLE>
<C> <S>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,717,602 SHARES
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
92.3%
14. TYPE OF REPORTING PERSON*
CO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILING OUT!
<PAGE>
This Amendment No. 17 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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
The information set forth in Item 5(b) is hereby amended and supplemented as
follows:
In a December 30, 1999 press release, Parent announced that the FTC has
approved Parent's divestiture of certain refractory manufacturing assets in
connection with the Offer. The FTC has also granted termination of the
required waiting period under the HSR Act.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in items 6(a) and 6(b) is hereby amended and
supplemented as follows:
At 5:00 p.m, New York City Time, on Thursday, December 30, 1999, the
Offer expired. Based on information provided by the Depositary,
approximately 20,717,602 Shares were tendered, of which 1,515,315 Shares
were tendered pursuant to notices of guaranteed delivery. The acceptance of
such tendered Shares resulted in the Purchaser beneficially owning
approximately 92.3% of the outstanding Shares.
The Merger will be effected as promptly as practicable. In the Merger
(subject to certain exceptions), each Share not purchased pursuant to the
Offer will be converted into the right to receive the $13.00 per Share
amount paid in the Offer.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Items 10(b), 10(c) and 10(f) is hereby amended
and supplemented as follows:
The information set forth in Item 5 (Purpose of the Tender Offer and
Plans or Proposals of the Bidder) and in Item 6 (Interest in Securities of
the Subject Company) is incorporated herein by reference.
In a second December 30, 1999 press release, Parent announced that
Purchaser had accepted for payment all Shares validly tendered pursuant
to the Offer.
The full texts of Parent's December 30, 1999 press releases are set
forth in Exhibits (a)(25) and (a)(26) hereto and are incorporated herein
by reference.
<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
*(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
*(a)(14) Text of Press Release of Parent, dated October 29, 1999
*(a)(15) Text of Press Release of Parent, dated November 15, 1999
*(a)(16) Text of Press Release of Parent, dated November 22, 1999
*(a)(17) Text of Press Release of Parent, dated December 2, 1999
*(a)(18) Text of Press Release of Parent, dated December 3, 1999
*(a)(19) Text of Press Release of Parent, dated December 6, 1999
*(a)(20) Text of Press Release of Parent, dated December 10, 1999
*(a)(21) Text of Press Release of Parent, dated December 13, 1999
*(a)(22) Text of Press Release of Parent, dated December 17, 1999
*(a)(23) Text of Press Release of Parent, dated December 23, 1999
*(a)(24) Text of Press Release of Parent, dated December 28, 1999
(a)(25) Text of Press Release of Parent, dated December 30, 1999
(a)(26) Text of Press Release of Parent, dated December 30, 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
</TABLE>
- ------------------------
* Previously filed.
<PAGE>
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
-----------------------------------------
Name: Jakob Mosser
Title: President
RHI AG
By: /s/ JAKOB MOSSER
-----------------------------------------
Name: Jakob Mosser
Title: Member of Management Board
</TABLE>
Dated: December 30, 1999
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<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
*(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
*(a)(14) Text of Press Release of Parent, dated October 29, 1999
*(a)(15) Text of Press Release of Parent, dated November 15, 1999
*(a)(16) Text of Press Release of Parent, dated November 22, 1999
*(a)(17) Text of Press Release of Parent, dated December 2, 1999
*(a)(18) Text of Press Release of Parent, dated December 3, 1999
*(a)(19) Text of Press Release of Parent, dated December 6, 1999
*(a)(20) Text of Press Release of Parent, dated December 10, 1999
*(a)(21) Text of Press Release of Parent, dated December 13, 1999
*(a)(22) Text of Press Release of Parent, dated December 17, 1999
*(a)(23) Text of Press Release of Parent, dated December 23, 1999
*(a)(24) Text of Press Release of Parent, dated December 28, 1999
(a)(25) Text of Press Release of Parent, dated December 30, 1999
(a)(26) Text of Press Release of Parent, dated December 30, 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>
- ------------------------
* Previously filed.
<PAGE>
Exhibit 99(a)(25)
[RHI LOGO]
PRESS RELEASE
RHI AG RECEIVES FTC APPROVAL IN ITS TENDER OFFER FOR
GLOBAL INDUSTRIAL TECHNOLOGIES, INC. COMMON STOCK
VIENNA, December 30, 1999 -- RHI AG (Vienna Stock Exchange: RHI) today announced
that the Federal Trade Commission (FTC) has approved RHI's divestiture of
certain refractory manufacturing assets in connection with 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). The FTC has also granted termination
of the required waiting period under the Hart-Scott Rodino Antitrust
Improvements Act of 1976, as amended (HSR). An RHI spokesperson said RHI remains
hopeful that over 90% of Global's stock will be tendered by the current tender
offer deadline so that shares tendered in the offer can be purchased and the
second-step merger completed tomorrow, December 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 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]
<PAGE>
Exhibit 99(a)(26)
[RHI LOGO]
PRESS RELEASE
RHI AG COMPLETES TENDER OFFER FOR
GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
VIENNA, December 30, 1999 -- RHI AG (Vienna Stock Exchange: RHI) today announced
the successful completion of Heat Acquisition Corp.'s tender offer for all of
the outstanding shares of common stock of Global Industrial Technologies, Inc.
(NYSE: GIX).
Based on a preliminary count, 20,717,602 Global common shares (including
1,515,315 shares subject to guarantees of delivery), representing 92.3% of all
outstanding Global common shares, were purchased by Heat Acquisition Corp.
following the expiration of the offer today. The depositary will promptly
commence delivery of payments to tendering shareholders.
Heat Acquisition Corp. will acquire the Global common shares not purchased in
the tender offer through a cash merger to be completed as promptly as
practicable. In the merger, the remaining Global common shares will be converted
into the right to receive the $13.00 per share amount paid in the tender offer.
Global is a major manufacturer of technologically advanced industrial products
that support high-growth markets around the world. Products include modular
cells for refining nonferrous metals; premium refractories for lining
heat-containing industrial vessels such as steel furnaces; raw materials used to
make refractory products: processing and recycling equipment.
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 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]
