-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/6YLOXQBNHIQesFdFDYyzZr/x98iX8s5dmI4hyeve8ukPDYnK+CBnOfP52cFMO9 fLHgdzhvcJIgXAHPgQIhRw== 0000921895-98-000792.txt : 19981006 0000921895-98-000792.hdr.sgml : 19981006 ACCESSION NUMBER: 0000921895-98-000792 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981005 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL INDUSTRIAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000887941 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 752617871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42674 FILM NUMBER: 98720493 BUSINESS ADDRESS: STREET 1: 2121 SAN JACINTO ST STE 2500 STREET 2: SAN JACINTO TWR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149534500 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO ST STE 2500 STREET 2: SAN JACINTO TWR CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: INDRESCO INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHX CORP CENTRAL INDEX KEY: 0000106618 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 133768097 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 110 EAST 59TH ST STREET 2: 30TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123555200 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING PITTSBURGH STEEL CORP DATE OF NAME CHANGE: 19910130 FORMER COMPANY: FORMER CONFORMED NAME: WHEELING STEEL CORP DATE OF NAME CHANGE: 19690202 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A) (Amendment No. )(1) GLOBAL INDUSTRIAL TECHNOLOGIES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.25 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 379-335-102 - -------------------------------------------------------------------------------- (CUSIP Number) STEVEN WOLOSKY, ESQ. OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP 505 Park Avenue New York, New York 10022 (212) 753-7200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 28, 1998 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note. six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) - -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 2 of 11 Pages - -------------------------- ---------------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WHX CORPORATION (E.I.N.: 13-3768097) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH --------------------------------------------------------------- 8 SHARED VOTING POWER -2,173,800(2) --------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -2,173,800-(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,173,800(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC and CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (2) By virtue of the fact that Wheeling-Pittsburgh Capital Corp. is a wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share voting and dispositive power with Wheeling-Pittsburgh Capital Corp. - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 3 of 11 Pages - -------------------------- ---------------------------------- ================================================================================ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) WHEELING-PITTSBURGH CAPITAL CORP. (E.I.N.: 13-3723443) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY -0- OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER 2,173,800(2) ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER -0- ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,173,800(2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,173,800(2) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------- (2) By virtue of the fact that Wheeling-Pittsburgh Capital Corp. is a wholly-owned subsidiary of WHX Corporation, WHX Corporation is deemed to share voting and dispositive power with Wheeling-Pittsburgh Capital Corp. - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 4 of 11 Pages - -------------------------- ---------------------------------- The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D"). ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, $.25 par value per share ("Common Stock"), of Global Industrial Technologies, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2121 San Jacinto, Suite 2500, Dallas, Texas 75201. ITEM 2. IDENTITY AND BACKGROUND. (a)-(b); (f) Wheeling-Pittsburgh Capital Corp., a Delaware corporation ("WPCC"), is a wholly owned subsidiary of WHX Corporation, a Delaware corporation ("WHX"). The principal office of WPCC and WHX is located at 110 East 59th Street, New York, New York 10022. (c) WHX is a holding company that has been structured to invest in and/or acquire a diverse group of businesses on a decentralized basis, with a corporate staff providing strategic direction and support where appropriate. WHX's primary businesses currently are Handy & Harman ("H&H"), a diversified manufacturing company whose strategic business segments encompass, among others, specialty wire and tubing, and precious metals plating, stamping and fabrication, and Wheeling-Pittsburgh Corporation ("WPC"), a vertically integrated manufacturer of value-added and flat rolled steel products. WHX's other businesses include Unimast Incorporated ("Unimast"), a leading manufacturer of steel framing and other products for commercial and residential construction and WHX Entertainment Corp., a co-owner of a racetrack and video lottery facility located in Wheeling, West Virginia. (d)-(e) During the last five years, neither WPCC, WHX nor, to the best knowledge of WPCC or WHX, any of the persons listed on Schedule I to this Schedule 13D (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. WPCC purchased a total of 2,173,800 shares (the "Shares") for a total consideration of approximately $14.9 million. The source of such funds was through a capital contribution from the general working capital of WHX. - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 5 of 11 Pages - -------------------------- ---------------------------------- ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired the Shares as an investment, both because of their interest in pursuing investments in complementary or well-situated industrial enterprises, and because of their belief that the Shares are an attractive investment opportunity due to the recent sharp decline in stock market prices. The Reporting Persons are currently assessing whether to propose an acquisition of 100% of the Issuer's Common Stock, or whether to propose that the Issuer's Board of Directors consider evaluating various strategic alternatives aimed at enhancing shareholder value. In that regard, the Reporting Persons would welcome the opportunity to have discussions with the Issuer; additionally, the Reporting Persons may have discussions with other shareholders. While the Reporting Persons would prefer to deal with the Issuer on an amicable basis, the Reporting Persons reserve the right to make any proposal directly to shareholders (whether by means of a tender offer or a solicitation of proxies at the next annual meeting). It should be noted, however, there can be no assurance that the Reporting Persons (or any of their affiliates) will take any such actions or make any proposal to the Issuer or its shareholders. The Reporting Persons may acquire additional shares of Common Stock in the open market or in privately negotiated transactions, or may sell all or a portion of their holdings. Any such actions would depend, among other things, on the availability of shares for purchase, the price levels of such shares, and the effect of any legal impediments to further purchases; general market and economic conditions; the on-going evaluation of the Issuer's business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; the actions by the Board of Directors of the Issuer; and other future developments affecting the Reporting Persons and the Issuer. Although the foregoing activities represent the range of activities within the current contemplation of the Reporting Persons, it should be noted that the activities within such contemplated range are subject to change at any time. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As reported in its Quarterly Report on Form 10- Q for the period ended April 30, 1998, the Issuer had 22,039,455 Shares of Common Stock outstanding on June 12, 1998. The Reporting Persons beneficially own an aggregate of 2,173,800 Shares, - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 6 of 11 Pages - -------------------------- ---------------------------------- representing approximately 9.9% of the outstanding shares of Common Stock. (b) WPCC has the power to direct the vote and disposition of the Shares. By virtue of the fact that WPCC is a wholly owned subsidiary of WHX, WHX is deemed to share voting and dispositive power of the Shares with WPCC. (c) The following table sets forth the transactions in Shares by the WPCC. Unless otherwise indicated, all such transactions took place on the NYSE. Shares of Purchase Price Common Stock Per Share Date of Purchase - ------------------- ------------------------- --------------------- 300,000 $6.083 Sept. 15, 1998 317,500 $6.721 Sept. 16, 1998 403,000 $6.813 Sept. 25, 1998 640,000 $7.000 Sept. 28, 1998 63,300 $7.052 Sept. 29, 1998 440,000 $7.119 Oct. 1, 1998 10,000 $7.356 Oct. 2, 1998 (d) Not Applicable. (e) Not Applicable. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between WHX and WPCC or among WHX, WPCC and any other person, with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement. - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 7 of 11 Pages - -------------------------- ---------------------------------- SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 5, 1998 WHX CORPORATION By:/S/ STEWART E. TABIN -------------------- Stewart E. Tabin, Assistant Treasurer WHEELING-PITTSBURGH CAPITAL CORP. By:/S/ STEWART E. TABIN -------------------- Stewart E. Tabin, Vice President - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 8 of 11 Pages - -------------------------- ---------------------------------- SCHEDULE I INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF WHX AND WPCC Directors and Executive Officers of WHX. The following table sets forth the name, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for the past five years of certain directors, officers and employees of WHX. Unless otherwise indicated, the principal business address of each executive officer of WHX is 110 East 59th Street, New York, NY 10022 and each occupation set forth opposite and individual's name refers to employment with WHX. Where no date is given for commencement of the indicated office or position, such office or position was assumed prior to October 5, 1993. Each person listed below is a citizen of the United States. NAME AND PRINCIPAL PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL BUSINESS ADDRESS POSITIONS HELD DURING THE PAST FIVE YEARS - ------------------ --------------------------------------------- Neil D. Arnold..................... DIRECTOR. Group Finance Director Varity Corporation since December 1996 and Executive 672 Delaware Avenue Vice President, Corporate Buffalo, NY 14209 Development from September 1996 through December 1996 of Lucas Varity plc, Senior Vice President and Chief Financial Officer from July 1990 through September 1996 of Varity Corporation. Lucas Varity plc designs, manufactures and supplies advanced technology systems, products and services in the world's automotive, diesel engine and aerospace industries. James G. Bradley................... EXECUTIVE VICE PRESIDENT. Executive Vice President of WHX and President and Chief Executive Officer of WPSC since April 1998. President and Chief Operating Officer of Koppel Steel Company from November 1997 to March 1998. Vice President of WHX from October 1995 to October 1997. Executive Vice President- Operations of WPSC from October 1995 to October 1997. Vice President-Operations of International Mill Service from 1992 to October 1995. Vice President-Operations/Plant Manager of USS/Kobe Steel Company from 1990 to 1992. Paul W. Bucha...................... DIRECTOR. Chairman of the Board Paul W. Bucha and of Wheeling- Pittsburgh Steel Company, Inc. Corporation ("WPSC") since April Foot of Chapel Avenue 1998. President, Paul W. Bucha & Jersey City, NJ 07305 Company, Inc., an international marketing consulting firm from 1979 to April 1998. President, BLHJ, Inc., an international consulting firm, from July 1991 to April 1998. President, Congressional Medal of Honor Society of U.S., since September 1995. Robert A. Davidow.................. DIRECTOR AND VICE CHAIRMAN OF THE 11601 Wilshire BOARD. Private investor since Boulevard January 1990. Mr. Davidow is also Suite 1940 a director of Arden Group, Inc., Los Angeles, CA 90025 a supermarket holding company. - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 9 of 11 Pages - -------------------------- ---------------------------------- William Goldsmith.................. DIRECTOR. Management and Marketing Consultant since 1984. Chairman of the Board of TMP, Inc. from January 1991 to 1993. Chairman of Overspin Golf since 1993. Chief Executive Officer of Overspin Golf from January 1994 through October 1994. Chairman of the Board and Chief Executive Officer of Fiber Fuel International, Inc., from 1994 to 1997. Life Trustee to Carnegie Mellon University since 1980. Ronald LaBow....................... CHAIRMAN OF THE BOARD. President, Stonehill Investment Corp. since February 1990. Mr. LaBow is also a director of Regency Equities Corp., a real estate company. Robert D. LeBlanc.................. EXECUTIVE VICE PRESIDENT. Executive Vice President of WHX since April 1998. President and Chief Executive Officer of Handy & Harman since April 1998. (Handy & Harman was acquired by WHX in April 1998). President and Chief Operating Officer of Handy & Harman from July 1997 to April 1998. Executive Vice President of Handy & Harman from November 1996 to July 1997. Executive Vice President of Elf Atochem North America, Inc. ("Elf Atochem") from January 1994 to November 1996. Group President of Elf Atochem from February 1990 to January 1994. Howard Mileaf...................... VICE PRESIDENT -- GENERAL COUNSEL. Vice President -- General Counsel of WHX since April 1998; Vice President -- Special Counsel of WHX from April 1993 to April 1998. Special Counsel to WHX, from February 1992 to April 1993. Vice President and General Counsel, Keene Corporation, from August 1981 to August 1991. Trustee/Director of Neuberger & Berman Equity Mutual Funds, since 1984. Paul J. Mooney..................... EXECUTIVE VICE PRESIDENT. Executive Vice President of WHX, WPC and WPSC since November 1997. National Director of Cross Border Filing Services with the Accounting, Auditing and SEC Services department of Price Waterhouse LLP from July 1996 to November 1997. Accounting and Business Advisory Services Department-- Pittsburgh Site Leader of Price Waterhouse LLP from 1988 until November 1997. Client Service and Engagement Partner of Price Waterhouse LLP from 1985 until November 1997. Arnold Nance....................... VICE PRESIDENT -- FINANCE. Vice President -- Finance since April 1998. Vice President of Development and Planning of Handy & Harman since May 1998. Special Assistant to the Chairman of the Board of Directors since November 1995. Vice President of Wheeling-Pittsburgh Radio Corporation from July 1993 to November 1995. Vice President and Chief Financial Officer of SH Holdings, Inc. from May 1991 through July 1993. - -------------------------- ---------------------------------- CUSIP No. 379 335 102 13D Page 10 of 11 Pages - -------------------------- ---------------------------------- Marvin L. Olshan................... DIRECTOR AND, SINCE 1991, Olshan Grundman Frome SECRETARY OF WHX. Partner, Olshan & Rosenzweig LLP Grundman Frome & Rosenzweig LLP, 505 Park Avenue since 1956. New York, NY 10022 Stewart E. Tabin................... ASSISTANT TREASURER. Vice President, Stonehill Investment Corp. Neale X. Trangucci................. ASSISTANT TREASURER. Vice President, Stonehill Investment Corp. Raymond S. Troubh.................. DIRECTOR. Financial Consultant 10 Rockefeller Plaza for WHX in excess of past five Suite 712 years. Mr. Troubh is also a New York, NY 10021 director of ARIAD Pharmaceuticals, Inc., Becton, Dickinson and Company, a medical instrumentation and equipment company, Diamond Offshore Drilling, Inc., Foundation Health Systems, Inc., General American Investors Company, Olsten Corporation, a temporary help company, Petrie Stores Corporation, a retail chain, Starwood Hotels & Resorts, Time Warner Inc. and Triarc Companies, Inc., restaurants and soft drinks. Directors and Executive Officers of WPCC. Set forth below are the name and position with WPCC of each director and executive officer of WPCC. The principal address of WPCC and the current business address of each individual listed below is 110 East 59th Street, New York, NY 10022. Each such person is a citizen of the United States. The present principal occupation or employment (in addition to the position with WPCC indicated below), and material occupations, positions, offices or employments for the past five years of each person is set in "Directors and Executive Officers of WHX" above. NAME PRESENT POSITION WITH WPCC Ronald LaBow.............................. Director; President Howard Mileaf............................. Director; Vice-President Stewart E. Tabin.......................... Director; Vice-President; Treasurer Neale X. Trangucci........................ Director; Secretary EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities Exchange Act of 1934, the entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Global Industrial Technologies, Inc., and further agree that this Joint Filing Agreement is included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement. WHX CORPORATION By:/S/ STEWART E. TABIN -------------------- Stewart E. Tabin, Assistant Treasurer WHEELING-PITTSBURGH CAPITAL CORP. By:/S/ STEWART E. TABIN -------------------- Stewart E. Tabin, Vice President -----END PRIVACY-ENHANCED MESSAGE-----