-----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, EzsVVCM0kJvzl8oc0y4Z5fZ/T1fq2g0D3541/5MDhBs+9jpTxcs3nKRoIF2TEsPm RNRgROt2hK2v8GdRDB4kmw== 0000912057-99-008049.txt : 19991203 0000912057-99-008049.hdr.sgml : 19991203 ACCESSION NUMBER: 0000912057-99-008049 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991202 GROUP MEMBERS: HEAT ACQUISITION CORP GROUP MEMBERS: RHI AG 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-42674 FILM NUMBER: 99768035 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: HEAT ACQUISITION CORP CENTRAL INDEX KEY: 0001090241 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 500 HALLE BUILDING STREET 2: 1228 EUCLID AVENUE CITY: CLEVELAND STATE: OH ZIP: 44115-1809 BUSINESS PHONE: 2166215200 SC 14D1/A 1 SC 14D1/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) --------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 9 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: The divestiture agreement has been amended to provide the purchaser the right to terminate the agreement on or before December 2, 1999 based on the results of its due diligence review. 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) is incorporated herein by reference. In a December 2, 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 Friday, December 10, 1999. The full text of Parent's December 2, 1999 press release is set forth in Exhibit (a)(17) hereto and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. *(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 *(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
- ------------------------ * Previously filed. 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. 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
Dated: December 2, 1999 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- *(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 *(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
- ------------------------ * Previously filed. EX-99.(A)(17) 2 EXHIBIT 99(A)(17) Exhibit 99(a)(17) [LOGO OMITTED] PRESS RELEASE EXTENSION OF TENDER OFFER FOR GLOBAL INDUSTRIAL TECHNOLOGIES, INC. COMMON STOCK VIENNA, December 2, 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 Friday, December 10, 1999. The expiration date is being extended to provide the Federal Trade Commission (FTC) time to complete its review and approval of divestitures by RHI of certain refractory manufacturing assets. The expiration date will be further extended if necessary to provide the FTC adequate time to complete such review and approval. As previously announced, RHI has entered into an agreement to complete the divestiture specified by the FTC as necessary to comply with FTC requirements for antitrust clearance. The divestiture agreement has been amended to provide the purchaser the right to terminate the agreement on or before 5:00 p.m., Eastern Standard Time, on December 2, 1999 based on the results of its due diligence review. The divestiture is also subject to the satisfaction or waiver of certain conditions, including a financing condition. While RHI believes that the terms and conditions of the divestiture should satisfy the FTC's requirements, there can be no assurance that the FTC will consent to the terms of the divestiture or that RHI will be successful in completing the divestiture or the timing or the terms thereof. 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 and the expiration of any applicable waiting period under the Hart-Scott-Rodino Act. As of December 1, 1999, approximately 19,246,713 shares of common stock of Global had been tendered and not withdrawn pursuant to the tender offer. This constitutes approximately 77.6% 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 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: peter.hofmann@rhi-ag.com -----END PRIVACY-ENHANCED MESSAGE-----