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<FILENAME>e400678_sctota-gbc.txt
<DESCRIPTION>AMENDMENT NO. 2 TO SCHEDULE TO
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                               ------------------

                               AMENDMENT NO. 2 TO
                                   SCHEDULE TO
                                 (RULE 14d-100)

                          TENDER OFFER STATEMENT UNDER
                         SECTION 14(d) (l) OR 13(e) (l)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                               ------------------

                           GENERAL BEARING CORPORATION
                       (Name of Subject Company (Issuer) )

                         GBC ACQUISITION CORP. (Offeror)
                          SEYMOUR I. GUSSACK (Offeror)
                           DAVID L. GUSSACK (Offeror)
                            (Names of Filing Persons
            (Identifying Status as Offeror, Issuer or Other Person) )

                     Common Stock, par value $.01 per share
                         (Title of Class of Securities)

                                    369147103
                      (CUSIP Number of Class of Securities)

                                David L. Gussack
                                    President
                              GBC Acquisition Corp.
                                 44 High Street
                           West Nyack, New York 10994
                                 (845) 358-6000
                  (Name, Address and Telephone Number of Person
  Authorized to Receive Notices and Communications on Behalf of Filing Persons)

                                    COPY TO:

Barry M. Abelson, Esquire                        Christopher S. Miller, Esquire
Pepper Hamilton LLP                              Pepper Hamilton LLP
3000 Two Logan Square                            400 Berwyn Park
Eighteenth and Arch Streets                      899 Cassatt Road
Philadelphia, Pennsylvania 19103-2799            Berwyn, Pennsylvania 19312-1183
(215) 981-4000                                   (610) 640-7800

                            CALCULATION OF FILING FEE
Transaction Valuation*                                    Amount of Filing Fee**
--------------------------------------------------------------------------------
      $6,587,856                                                   $835

*     Estimated for purposes of calculating filing fee only. Calculated as the
      product of $4.00, the per share tender offer price for all of the
      outstanding shares of common stock of General Bearing Corporation
      ("General Bearing") and the sum of 1,306,064, the number of outstanding
      shares sought in the offer and 340,900, the number of shares underlying
      all vested shares.

**    The amount of the filing fee was calculated in accordance with Section
      14(g)(3) of the Exchange Act, and equals $126.70 per million dollars of
      the transaction valuation amount.

|X|   Check the box if any part of the fee is offset as provided by Rule
      0-11(a)(2) and identify the filing with which the offsetting fee was
      previously paid. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $835                 Filing Party: GBC Acquisition Corp.
Form or Registration No.: Not Applicable
                                   Date Filed: July 16, 2004 and August 9, 2004.

|_|   Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which
      the statement relates:

            |X|   third-party tender offer subject to Rule 14d-1.
            |_|   issuer tender offer subject to Rule 13e-4.
            |X|   going-private transaction subject to Rule 13e-3.
            |_|   amendment to Schedule 13D under Rule 13d-2.

      Check the following box if the filing is a final amendment reporting the
      results of the tender offer: |_|

<PAGE>

                                   SCHEDULE TO

      This Amendment No. 2 (the "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO, as amended on August 9, 2004, ("Schedule TO")
relating to the offer by GBC Acquisition Corp., a Delaware corporation (the
"Purchaser") currently controlled by Seymour I. Gussack, Chairman of the Board
of General Bearing Corporation ("General Bearing") and David L. Gussack, Chief
Executive Officer and a director of General Bearing to purchase all of the
outstanding shares of the common stock, par value $0.01 per share (the
"Shares"), of General Bearing, that are not shares beneficially owned by Seymour
Gussack, David Gussack, Robert E. Baruc and Nina M. Gussack, each directors of
General Bearing, certain officers of General Bearing, and certain of their
respective family members (collectively referred to herein as the "Continuing
Stockholders") (See the sections titled "The Offer--Certain Information
Concerning the Continuing Stockholders and the Purchaser" and "Schedule B"). The
purchase price is $4.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer To Purchase dated July 16, 2004
(the "Offer To Purchase"), and the related Letter of Transmittal (which as they
may be amended and supplemented from time to time, together constitute the
"Offer"). Copies of the Offer to Purchase and the Letter of Transmittal were
filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the Schedule TO.
Upon the closing of the Offer, the Purchaser will be owned by the Continuing
Stockholders.

      Unless otherwise stated below, the information set forth in the Offer to
Purchase including all schedules and annexes thereto is hereby expressly
incorporated herein by reference in response to all items of this Amendment,
including, without limitation, all of the information required by Schedule 13E-3
that is not included or covered by the items in Schedule TO. You should read
this Amendment together with the Schedule TO we filed on July 16, 2004, as
amended on August 9, 2004.

                               SUMMARY TERM SHEET

      The section titled "Summary Term Sheet" is hereby supplemented by:

(1) inserting the following sentence after the third sentence in the second to
last bullet point on page 3, after the second to last sentence of the last full
paragraph of the section titled "Introduction" on page 16, after the second
sentence of the last paragraph of section 7 "The Offer--Certain Information
Concerning General Bearing" on page 52, and after the third sentence in the last
paragraph of the Section 8 "The Offer--Certain Information Concerning the
Continuing Stockholders and the Purchaser" on page 56:

"As of July 14, 2004, Peter Barotz, Ronald Fetzer and Barbara Henagen, each
directors of General Bearing who are not Continuing Stockholders, are the
beneficial owners of 5,000 (of which all 5,000 are Shares issuable upon the
exercise of vested options), 15,000 (of which 5,000 are Shares issuable upon the
exercise of vested options), and 3,250 (of which 1,250 are Shares issuable upon
the exercise of vested options) Shares, respectively, and William Kurtz is the
beneficial owner of 17,500 Shares (of which 17,300 are Shares issuable upon the
exercise of vested options)."

(2) inserting the following bullet points before the last paragraph before the
section titled "Questions and Answers About the Tender Offer" on page 5:

"o The principal advantages of the Offer and the Merger to stockholders and
General Bearing are:

      (o)   Stockholders will have immediate liquidity for their Shares at a
            premium to trading prices prior to the announcement of the
            Purchaser's interest in taking General Bearing private;

      (o)   General Bearing's stock price and trading volume are unlikely to
            improve in the future;

      (o)   Stockholders would not have to bear the risk of any decline in the
            value of General Bearing;

      (o)   The reduction in the amount of public information available to
            competitors about General Bearing's business that would result from
            the termination of General Bearing's obligations under the SEC's
            periodic reporting requirements pursuant to the Exchange Act; and

      (o)   The elimination of the additional burdens on management associated
            with public reporting and other tasks resulting from General
            Bearing's public company status, including, for example, the
            dedication of time and resources by General Bearing's management and
            Board of Directors necessary to respond to stockholder and analyst
            inquiries and maintain investor and public relations.

<PAGE>

      See "Special Factors--Reasons for and Purpose of the Offer and the Merger"
and Section 14 "The Offer--Certain Effects of the Offer".

"o The principal disadvantages of the Offer and the Merger to stockholders and
General Bearing are:

      (o)   Stockholders will no longer have the opportunity to participate in
            the future earnings, profits and growth of General Bearing and will
            not have the right to vote on corporate matters relating to General
            Bearing;

      (o)   General Bearing's common stock may cease to be quoted on The Nasdaq
            SmallCap Market, which could adversely affect the market for the
            Shares;

      (o)   General Bearing may cause the Shares to be terminated from
            registration under the Exchange Act, which would reduce the amount
            of public information available concerning General Bearing, the
            Shares would no longer be eligible for quotation on Nasdaq or for
            continued inclusion on the Federal Reserve Board's list of "margin
            securities";

      (o)   General Bearing may lose access to future capital; and

      (o)   General Bearing may not be able to use securities as an effective
            incentive to obtain and retain employees of General Bearing or as
            acquisition consideration.

      See "Special Factors--Reasons for and Purpose of the Offer and the Merger"
and Section 14 "The Offer--Certain Effects of the Offer".

"o The interests of the Purchaser and the Continuing Stockholders in the Offer
and the Merger are:

      (o)   If the Offer and the Merger are completed, the Continuing
            Stockholders in the aggregate will own 100% of the Shares, will own
            in the aggregate a 100% interest in the net book value and net
            earnings of General Bearing and will benefit from any increase in
            the value of General Bearing as well as bear the burden of any
            decrease in the value of General Bearing;

      (o)   The Continuing Stockholders will have the complete power to control
            the Company;

      (o)   Seymour Gussack, David Gussack and Nina Gussack will remain
            directors of General Bearing following completion of the Offer and
            the Merger; and

      (o)   If the Merger occurs, the Continuing Stockholders will receive
            $138,500 in the aggregate for Shares underlying vested options.

      See "Special Factors--Conflicts of Interest" and Section 14 "The
Offer--Certain Effects of the Offer".

ITEM 4. TERMS OF THE TRANSACTION.

            Section (a)(1)(xii) of Item 4 is hereby amended and restated the
            following:

            (1) by amending and restating all references to the section "The
            Offer--Certain Federal Income Tax Consequences of the Offer" by the
            following:

            "The Offer--Material Federal Income Tax Consequences of the Offer".

            (2) by replacing the word "certain" with the word "material" in the
            first sentence of the first paragraph of the amended section titled
            "The Offer--Material Federal Income Tax Consequences of the Offer"
            on page 48.

ITEM 12. EXHIBITS.

            Item 12 is hereby supplemented by including the following exhibit:

(b)(3)      Financing Proposal, dated May 24, 2004 by Keybank, N.A.

<PAGE>

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

            Item 5 is hereby supplemented by inserting after "certain of the
            Continuing Stockholders" in the second to last paragraph of the
            section "Special Factors--Conflicts of Interest" the following:

            ", specifically Seymour Gussack, David Gussack and Nina Gussack."

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) and (b) Sections (a) and (b) of Item 6 is hereby amended and restated by
            the following:

            (1) by inserting the following sentences at the end of the second to
            last paragraph above the section "Special Factors--Purchaser's Plan
            for General Bearing" on page 32:

            The decision not to seek a report, opinion or appraisal from an
            outside party relating the consideration of fairness of the Offer
            poses certain risks to stockholders determining whether to tender
            their Shares. In particular, stockholders would not have the benefit
            of having an independent analysis of the Offer Price performed by a
            party that does not have conflicts of interest in the transaction,
            such as those described in "Special Factors--Conflicts of
            Interest"."

            (2) by inserting the following sentence after the first sentence of
            the second paragraph on page 33:

            "Whether the Purchaser determines that such a purchase would be
            financially prudent will be based on the Purchaser's consideration
            of: (i) the number and percentage of Shares actually tendered, (ii)
            the Purchaser's ability to obtain financing for the purchase of
            tendered Shares even though the Purchaser and the Continuing
            Stockholders ownership of less than 90% of the outstanding shares
            will preclude having the assets of General Bearing secure such
            financing, (iii) the Purchaser's perception of the costs and burdens
            of there being a minority stock ownership in General Bearing, and
            (iv) whether the financial resources and liquidity of the Continuing
            Stockholders support the ability to make such a purchase."

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.

(b) and (c) Sections (b) and (c) of Item 7 are hereby amended and restated to
            the following:

            (1) by inserting the following sentence after the third sentence of
            the last paragraph that begins on page 21:

            "In particular, the business conditions which led to the expectation
            of the need for increased debt included the need to build inventory
            to support expected sales to a new, large customer; the need to
            acquire control of Shanghai General Bearing Co. Ltd. ("SGBC"), one
            of General Bearing's Chinese joint ventures in order to gain control
            over manufacturing and quality of General Bearing's products, which
            would require an additional investment of $3.0 million; and General
            Bearing's interest in purchasing its partner's share of NN General,
            LLC., another joint venture, which holds General Bearing's interest
            in Jiangsu General Ball & Roller Co., Ltd. ("JGBR"), another Chinese
            joint venture, which would require an additional investment of
            approximately $3.9 million."

            (2) by inserting after the second paragraph under the caption
            "Summary of Present Going Private Effort" on page 22 the following
            paragraph:

            "The Purchaser chose to pursue the Offer as soon as possible after
            it was believed that General Bearing's debt levels were low enough
            to permit the additional financing for the Offer and the Merger. The
            Purchaser did not believe that it was feasible to commence an offer
            prior to such time due to higher debt levels which would have
            impeded the Purchaser's ability to obtain the necessary additional
            financing. Additionally, the Purchaser did not want to delay any
            longer the commencement of the Offer because (i) the several
            benefits of the transaction were of immediate value in light of
            General Bearing's current financial position and were realizable
            immediately upon ceasing to be a publicly-held company; (ii) the
            longer General Bearing remained publicly-held, additional accounting
            and related costs would be incurred to comply with the requirements
            of the Sarbanes-Oxley Act and the rules promulgated thereunder; and
            (iii) the Purchaser believed that it was in the best interests of
            General Bearing and its stockholders to effect the transaction as
            soon as possible."

<PAGE>

            (3) the second paragraph under the caption "Summary of Present Going
            Private Effort" on page 22 is amended and restated by the following:

            "For a period of approximately two months prior to the Purchaser's
            announcement of its intention to take General Bearing private
            through a tender offer, the Purchaser consulted informally with a
            few financial advisors in order to assess the alternative means of
            taking the Company private. In particular, on November 25, 2003, the
            Purchaser met with representatives of PanAmerican Capital Partners,
            LLC. ("PanAm") and met with BNP Paribas ("BNP") on February 6, 2004.
            In addition, during this time several meetings occurred between the
            Purchaser and Keybank which were limited to the financing of the
            Offer and the continued financing of General Bearing.

            The Purchaser explored various alternatives with PanAm and BNP
            including having an unrelated party make the tender offer and
            becoming a stockholder of General Bearing; and having a third party
            finance the Purchaser's tender offer with "mezzanine" financing. In
            addition, the Purchaser considered having General Bearing making a
            tender offer. The Purchaser ultimately determined that the present
            Offer was the most viable means to take the Company private and
            maximize the value to be received by the stockholders for the
            following reasons: (i) a tender offer by General Bearing would have
            required additional transaction costs; (ii) General Bearing was not
            aware of any unrelated parties interested in making a tender offer
            and becoming a shareholder of the Company, and it was believed that
            the associated costs and burdens to General Bearing would have been
            greater than those in connection with the present Offer; (iii) it
            was believed that mezzanine financing by an entity other than
            Keybank would have been more costly than having Keybank finance the
            present offer as a result of General Bearing's inability to grant a
            mezzanine lender a first lien on the Company's assets.

            Based on its assessment of these discussions, the Purchaser decided
            that either a tender offer followed by a short-form merger or a
            long-form merger would be the most effective and efficient means of
            taking the Company private. Ultimately, the Purchaser determined
            that the present Offer was the most viable means to take the Company
            private and maximize the value to be received by the public
            stockholders. The Purchaser has not retained a financial advisor in
            connection with the Offer.

            The Purchaser formed the group of Continuing Stockholders based
            primarily on membership in the Gussack family, which holds a
            majority interest in the Company. Thomas J. Uhlig and Joseph J.C.
            Hoo, President and the Vice President, Advanced Technology and China
            Affairs of General Bearing, respectively, became Continuing
            Stockholders as they expressed an interest in being part of the
            buying group. No other officers of the Company expressed such
            interest. Aside from Seymour Gussack and David Gussack, no other
            Continuing Stockholder participated in the structuring of the Offer
            or the Merger."

            (4) by inserting the following sentence after the first sentence in
            the second to last paragraph above the caption "Events Since the
            Announcement of the Potential Offer" on page 23:

            "During these discussions, the Purchaser was advised that average
            premiums paid over market prices in other going private transactions
            were believed to be in the range of 20% - 30%."

            (5) by amending and restating in its entirety the last paragraph
            before the section "Reasons For and Purpose of the Offer and the
            Merger" on page 24 by the following:

            "Following the Purchaser's indication that it was raising the Offer
            Price, at a meeting held on July 14, 2004, the entire Board of
            Directors, including the directors who are not Continuing
            Stockholders, voted unanimously to remain neutral with respect to
            the Offer. The Board determined to take this course of action with
            respect to the Offer due to the fact that it has been structured by
            the Purchaser in a manner that follows the fairness steps recently
            outlined by the courts of the State of Delaware in cases such as In
            re Pure Resources, Inc. Shareholders Litigation, which steps the
            Delaware courts have reasoned are designed to protect the interests
            of minority stockholders: (i) the Offer is structured as a tender
            offer, which gives the stockholders the option of whether to
            participate, (ii) the Offer includes an unwaiveable Majority of the
            Minority Condition, which ensures that the transaction will not be
            consummated unless a majority of the minority stockholders tender
            their Shares and (iii) the Offer includes the Minimum Tender
            Condition and a promise to effect promptly the Merger if the Minimum
            Tender Condition is satisfied."

            (6) by amending and restating the third bullet point on page 25 by
            the following:

            "o Public capital market trends affecting companies of similar size
            to General Bearing, including the Purchaser's belief that the trends
            indicate that: (i) small companies with small amounts of publicly
            owned shares have been unable to issue additional stock as a means
            of raising capital; and (ii) the common stock of many smaller
            companies has struggled to gain greater market acceptance and
            analyst coverage;"

<PAGE>

(d)         Section (d) of Item 7 is hereby amended and restated by the
            following:

            (1) by amending and restating in its entirety the first paragraph in
            the section titled "The Offer--Certain Effects of the Offer" with
            following:

            "If you tender your Shares in the Offer, you will not have the
            opportunity to participate in the future earnings, profits and
            growth of General Bearing and will not have the right to vote on
            corporate matters relating to General Bearing. If the Offer and the
            Merger are completed, the Continuing Stockholders will own in the
            aggregate a 100% interest in the net book value and net earnings of
            General Bearing and that each such Continuing Stockholder will own
            an interest in the net book value and net earnings of General
            Bearing in proportion to such Continuing Stockholder's security
            ownership. Further, the Continuing Stockholders will benefit from
            any future increase in the value of General Bearing. Similarly, the
            Continuing Stockholders will bear the risk of any decrease in the
            value of General Bearing and you will not face the risk of a decline
            in the value of General Bearing."

            (2) by inserting after the paragraph captioned "Exchange Act
            Registration" on page 66 the following paragraph:

            "Federal Income Tax. If the Offer is completed, whether or not the
            Merger is completed, neither General Bearing nor the Purchaser will
            recognize any taxable income as a result of the Offer or Merger."

ITEM 8. FAIRNESS OF THE TRANSACTION.

(a) and (b) Sections (a) and (b) of Item 8 are hereby amended and restated by
            the following:

            (1) by amending and restating the first paragraph under the section
            "Recommendation of the Board of Directors; Fairness of the Offer and
            the Merger" by the following:

            "At a meeting held on July 14, 2004, in accordance with Rule 14e-2
            of the Exchange Act, the entire Board of Directors, including the
            directors who are not Continuing Stockholders, unanimously
            determined to remain neutral on whether the stockholders should
            accept the Offer and tender their Shares pursuant to the Offer. The
            Board determined to take this course of action with respect to the
            Offer due to the fact that it has been structured by the Purchaser
            in a manner that follows the fairness steps recently outlined by the
            courts of the State of Delaware in cases such as In re Pure
            Resources, Inc. Shareholders Litigation, which steps the Delaware
            courts have reasoned are designed to protect the interests of
            minority stockholders: (i) the Offer is structured as a tender
            offer, which gives the stockholders the option of whether to
            participate, (ii) the Offer includes an unwaiveable Majority of the
            Minority Condition, which ensures that the transaction will not be
            consummated unless a majority of the minority stockholders tender
            their Shares and (iii) the Offer includes the Minimum Tender
            Condition and a promise to effect promptly the Merger if the Minimum
            Tender Condition is satisfied."

            (2) by amending and restating the second to last bullet point on
            page 29 in the section "The Purchaser's, Seymour Gussack's and David
            Gussack's Position Regarding the Fairness of the Offer and the
            Merger by the following:

            "o The Purchaser, Seymour Gussack and David Gussack believe the
            Offer Price to be fair considering General Bearing's current
            financial performance, profitability and uncertain growth prospects.
            The Purchaser, Seymour Gussack and David Gussack do not believe that
            the current financial performance and profitability are materially
            different than the results for fiscal year 2003 such that they would
            result in a change in the market price for the Company's stock. In
            addition, the risk factors and uncertainties identified herein
            represent factors which could materially limit the Company's growth
            and profitability. As a result, the Purchaser, Seymour Gussack and
            David Gussack believe the fair value of the stock to be
            approximately $3.04 (the market price of General Bearing's common
            stock immediately preceding the April 28, 2004 announcement of the
            Purchaser's interest in taking General Bearing private) and
            therefore believe that the $4.00 offer, which represents a 32%
            premium to such pre-announcement price, is substantively fair;

            o The Offer and the Merger would shift the risk of the future
            financial performance of General Bearing from the public
            stockholders, who do not have the power to control decisions made as
            to General Bearing's business, entirely to the Continuing
            Stockholders, who would have the power to control General Bearing's
            business and have the resources to manage and bear the risks
            inherent in the business over the long term;"

            (3) by inserting the following sentences after the second sentence
            in the second paragraph after the first bullet point on page 30:

<PAGE>

            "Specifically, the Purchaser, Seymour Gussack and David Gussack do
            not believe that the calculation of net book value reflects such
            trends, risks and uncertainties described in such Company reports
            whereas the market price of General Bearing's common stock may
            reflect such trends, risks and uncertainties. Further, the
            Purchaser, Seymour Gussack and David Gussack believe that
            liquidation value was not relevant to this transaction because there
            was no plan of liquidation. Therefore, the Purchaser, Seymour
            Gussack and David Gussack believe that market value best reflected
            the fair value of General Bearing's common stock , and as a result
            of this belief, the Purchaser, Seymour Gussack and David Gussack do
            not believe that going concern value was material to its
            determination of the fairness of the Offer."

            (4) by amending and restating the last bullet point of the section
            "Special Factors--The Purchaser's, Seymour Gussack's and David
            Gussack's Position Regarding the Fairness of the Offer and the
            Merger" on page 32 by the following:

            "o The absence of an independent special committee, the absence of a
            fairness opinion and the fact that a majority of the directors who
            are not employees of General Bearing did not retain an unaffiliated
            representative to act solely on behalf of stockholders unaffiliated
            with the Continuing Stockholders."

            (5) by inserting the following after the phrase "in the context of
            General Bearing's financial position" in the last sentence of the
            third to last paragraph in the section "Special Factors--The
            Purchaser's, Seymour Gussack's and David Gussack's Position
            Regarding the Fairness of the Offer and the Merger" on page 32:

            "and the belief of the Purchaser, Seymour Gussack and David Gussack
            that individual stockholders are best able to determine for
            themselves whether to tender their Shares and obtain cash in the
            Offer,"

            (6) by inserting the following paragraph before the third to last
            paragraph paragraph in the section "Special Factors--The
            Purchaser's, Seymour Gussack's and David Gussack's Position
            Regarding the Fairness of the Offer and the Merger" on page 32:

            "The Purchaser, Seymour Gussack and David Gussack believe that the
            current trading prices of General Bearing's common stock should not
            impact the substantive fairness of the Offer because they believe
            that the price of General Bearing's common stock increased after the
            April 28, 2004 announcement of the Purchaser's interest in taking
            General Bearing private as a result of a small number of buyers of
            General Bearing's common stock attempting to take advantage of
            arbitrage opportunities in the time period since the April 28
            announcement. In addition, the Purchaser, Seymour Gussack and David
            Gussack believe that because General Bearing's common stock is
            thinly traded, the price of the common stock can increase
            substantially in response to a small number of purchases, which is
            in fact what has occurred in recent weeks. Accordingly, the
            Purchaser, Seymour Gussack and David Gussack believe that the price
            of General Bearing's common stock has not accurately reflected the
            fair value of General Bearing's common stock since the announcement
            of the commencement of the Offer."

(c)         Section (c) of Item 8 is hereby amended and restated by the
            following:

            (1) by deleting the words "or threatened" in subparagraphs (a) and
            (c), the words "or indirectly" in subparagraph (a), and the words
            "or might" in subparagraph (b) of the section titled "The
            Offer--Certain Conditions of the Offer" on page 61.

            (2) by inserting the word "either" before the words "General
            Bearing" and the words "or the Purchaser" after the words "General
            Bearing" in the last paragraph of the section titled The
            Offer--Certain Conditions of the Offer" on page 62.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)         Section (a) of Item 11 is hereby amended and restated by the
            following:

            by inserting the following table after the last bullet point of
            Schedule B on page B-3:

<PAGE>

<TABLE>
<CAPTION>
                                   Beneficial              Beneficial Ownership                                   shares
                                    Ownership                including vested                                  outstanding
                                excluding vested             options and other                  shares             incl.
                                     options          %    stock purchase rights    %        outstanding      Vested options
<S>                                  <C>            <C>            <C>            <C>          <C>              <C>
Faith Gussack/Robert Baruc
& Family                             336,302         8.9%          341,302         9.0%        3,767,972        3,772,972
Amy Gussack/Kermit Moyer &
Family                               383,970        10.2%          383,970        10.2%        3,767,972        3,767,972
David Gussack & Family               584,818        15.5%          719,818        18.4%        3,767,972        3,902,972
Lisa Gussack/Allan Septimus
& Family                             166,799         4.4%          166,799         4.4%        3,767,972        3,767,972
Adam Bellin                           17,182         0.5%           17,182         0.5%        3,767,972        3,767,972
Nina Gussack/Allan Stein &
Family                               616,272        16.4%          621,272        16.5%        3,767,972        3,772,972
Seymour Gussack                      308,986         8.2%          328,986         8.7%        3,767,972        3,787,972
Joseph Hoo                            63,579         1.7%           87,329         2.3%        3,767,972        3,791,722
Thomas Uhlig                           4,000         0.1%            4,000         0.1%        3,767,972        3,767,972
</TABLE>

ITEM 13. FINANCIAL STATEMENTS.

            Item 13 is hereby supplemented by inserting after the Balance Sheet
            Data chart on page 54 the following:

            "The book value per share of General Bearing was $6.15 as of April
            3, 2004, the date of the Company's most recent balance sheet."

<PAGE>

                                    SIGNATURE

      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.


                                              /s/ David L. Gussack
                                              ----------------------------------
                                              David L. Gussack, President
                                              GBC Acquisition Corp.
                                              August 11, 2004


                                              /s/ David L. Gussack
                                              ----------------------------------
                                              David L. Gussack
                                              August 11, 2004


                                              /s/ Seymour I. Gussack
                                              ----------------------------------
                                              Seymour I. Gussack
                                              August 11, 2004

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO                                 DESCRIPTION

(a)(1)(i)         Offer To Purchase dated July 16, 2004.*

(a)(1)(ii)        Letter of Transmittal.*

(a)(1)(iii)       Notice of Guaranteed Delivery.*

(a)(1)(iv)        Letter from the Information Agent to Brokers, Dealers,
                  Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(v)         Letter to Clients for use by Brokers, Dealers, Commercial
                  Banks, Trust Companies and Other Nominees.*

(a)(1)(vi)        Guidelines for Certification of Taxpayer Identification Number
                  of Substitute Form W-9.*

(a)(1)(vii)       Text of Press Release issued by General Bearing on April 28,
                  2004 (incorporated by reference to Exhibit 99.1 of Schedule
                  TO-C filed April 29, 2004 by GBC Acquisition Corp.).

(a)(1)(viii)      Text of Letter to Board of Directors of General Bearing by GBC
                  Acquisition Corp. on April 28, 2004 (incorporated by reference
                  to Exhibit 99.2 of Schedule TO-C filed April 29, 2004 by GBC
                  Acquisition Corp.).

(a)(1)(ix)        Text of Email Correspondence dated May 8, 2004 from David
                  Gussack to David Mardo of U.S. Trust Company in response to an
                  inquiry from David Mardo asking when the tender offer is
                  expected to be completed (incorporated by reference to Exhibit
                  99.1 of Schedule TO-C filed May 10, 2004 by GBC Acquisition
                  Corp.).

(a)(1)(x)         Text of Press Release issued by General Bearing Corporation on
                  July 16, 2004.*

(a)(1)(xi)        Text of Letter to Stockholders of General Bearing by GBC
                  Acquisition Corp. on July 16, 2004.*

(a)(1)(xii)       Text of Press Release issued by GBC Acquisition Corp. on
                  August 6, 2004.*

(b)(1)            Commitment Letter, dated May 24, 2004, by and between GBC
                  Acquisition Corp. and Keybank, N.A.*

(b)(2)            Supplemental Commitment Letter, dated July 14, 2004, by and
                  between GBC Acquisition Corp. and Keybank, N.A.*

(b)(3)            Financing Proposal, dated May 24, 2004 by Keybank, N.A.**

(d)               Indemnification Agreement, dated July 14, 2004, by and among
                  Seymour Gussack, David Gussack, Peter Barotz, Barbara Henagan
                  and Ronald Fetzer.*

(f)               Excerpts from Section 262 of the Delaware General Corporation
                  Law (included as Schedule A of the Offer To Purchase filed
                  herewith as Exhibit (a)(1)(i)).*

----------
*     filed previously on SC-TO-T on July 16, 2004.
**    filed herewith.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(B)(3)
<SEQUENCE>2
<FILENAME>e400678_ex99-b3.txt
<DESCRIPTION>FINANCING PROPOSAL, DATED MAY 24, 2004
<TEXT>

                                                                Exhibit 99(b)(3)

                                               [LOGO]
                          GENERAL BEARING CORPORATION

--------------------------------------------------------------------------------

                               FINANCING PROPOSAL

--------------------------------------------------------------------------------

                                  Presented by

                          KeyBank National Association

                                     [LOGO]

                                  May 24, 2004

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

Borrower:                       General Bearing Corporation or GBC Acquisition
                                Corp. (the "Company").

Guarantors:                     All existing and future domestic subsidiaries of
                                the Borrower.

Total Facility Amount:          Up to $27,000,000. KeyBank intends to hold the
                                entire amount of the proposed Facilities, but
                                reserves the right to assign or participate a
                                portion of the Facilities.

Facility A :                    Up to a $21,000,000 Three (3) Year, Secured
                                Revolving Credit Facility (the "Revolving
                                Facility").

Facility B:                     Up to a $6,000,000 Five (5) Year, Term Loan (the
                                "Term Loan").

Purpose:                        Facility A; To support working capital financing
                                needs

                                Facility B; To finance the repurchase of the
                                Company's publicly owned stock and the expenses
                                associated with the transaction (the
                                "Going-Private Transaction").

Lender:                         KeyBank National Association ("KeyBank")

Maturity and Amortization:      Facility A shall be on an interest-only basis,
                                with principal due in full at maturity. The
                                Facility shall mature three (3) years after the
                                date of closing (the "Closing").

                                Facility B shall be paid in quarterly principal
                                installments of $300,000.00 based on a five (5)
                                year amortization plus accrued interest.
                                Facility B shall mature five (5) years after the
                                date of closing (the "Closing").

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

Availability:                   Facility A: Provided no Event of Default exists,
                                the Borrower will be able to borrow, repay and
                                reborrow up to the lesser of: (i) the Facility A
                                amount or (ii) the amount available under the
                                Facility A's monthly borrowing base formula, if
                                required.

                                Facility B: Will be fully funded at Closing and
                                the Borrower will not be able to reborrow any
                                principal that has be repaid.

Borrowing Base:                 Upon Closing, Facility A will be governed by a
                                monthly borrowing base requirement based upon
                                eligible accounts receivable, eligible inventory
                                and a $2,500,000 reserve requirement. It is
                                expected that the advance rates will be
                                consistent with those currently detailed in the
                                existing credit agreement dated December 20,
                                1999, and as amended. However, advance Rates and
                                eligibility will ultimately be subject to due
                                diligence by Lender, including receipt and
                                satisfactory review of a Field Examination. The
                                reserve requirement will be reduced quarterly
                                based on the principal payments applied towards
                                Facility B.

                                The borrowing base requirement will be
                                eliminated upon receipt of the 6/30/05 financial
                                statements, provided that: 1.) the Borrower is
                                in compliance with all of its financial
                                covenants on an ongoing basis, 2.) the
                                Consolidated Funded Debt Ratio is less than
                                2.75x (based upon the average outstandings under
                                Facility A as of two consecutive fiscal quarter
                                ends), and 3.) the balance under Facility B is
                                less than $3,000,000. The borrowing base
                                requirement will be reinstated following any
                                instance in which the Consolidated Funded Debt
                                Ratio exceeds 3.00x.

Field Examination:              A field examination of the Borrower's accounts
                                receivable and inventory will be required by the
                                Lender prior to Closing. The field examination
                                will ultimately aid in determining the final
                                terms of the borrowing base, including, but not
                                limited to advance rates and asset eligibility.
                                The determination of the field examiner will be
                                made by the Lender, however the Borrower will be
                                responsible for the expense associated with the
                                field examination.

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

Limited Personal Guarantees:    Joint and several personal guarantees will be
                                required by Seymour Gussack and David Gussak on
                                Facility A and Facility B. The guarantees will
                                be limited to $6,000,000. The joint and several
                                personal guarantees will be eliminated upon
                                receipt of the 12/31/05 fiscal year end audit,
                                provided that: 1.) the Borrower is in compliance
                                with all of its financial covenants on an
                                ongoing basis, 2.) the Consolidated Funded Debt
                                Ratio is less than 2.75x, and 3.) the balance
                                under Facility B is less than $3,000,000.

Security:                       The Facilities shall be secured by a first
                                perfected security interest in all domestic
                                personal property, all tangible and intangible
                                assets, including, but not limited to, accounts
                                receivable, inventory, machinery and equipment,
                                patents, licenses, royalty agreements, trade
                                names, contract rights, etc. Pledge of 100% of
                                the stock of all significant domestic
                                subsidiaries. Permitted interest rate and
                                additional foreign exchange protection with the
                                Lenders shall be secured pari-passu with the
                                Facility.

Borrowing Rates:                Base Rate or One, Two, Three or Six month LIBOR
                                plus the Applicable Margin.

                                Base Rate shall mean a rate per annum equal to
                                the greater of (a) the KeyBank National
                                Association Prime Rate or (b) one-half of one
                                percent in excess of the Federal Funds Effective
                                Rate.

Applicable Margin:              The Applicable Margin and Commitment Fee will be
                                determined quarterly based upon the Borrower's
                                Consolidated Funded Debt Ratio for the most
                                recent rolling four quarters as indicated in the
                                grids below for each of the Facilities. Upon
                                Closing, the Applicable Margin will be set at
                                Level I until the Lender receives the 6/30/04
                                covenant compliance certificate.

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                Facility A:
                                ----------------------------------------------------------------------------------------------------
                                                     Consolidated                  LIBOR Margin          Base Rate       Commitment
                                    Level          Funded Debt Ratio                  (bps)             Margin (bps)      Fee (bps)
                                ----------------------------------------------------------------------------------------------------
<S>                                                   <C>                              <C>                   <C>             <C>
                                      I                  > 4.00x                       275                   175             37.5
                                     II               <= 4.00x but
                                                         > 3.50x                       225                   100             37.5
                                     III              <= 3.50x but
                                                         > 3.00x                       200                    75             37.5
                                     IV                 <= 3.00x                       175                    50             37.5
                                ----------------------------------------------------------------------------------------------------

<CAPTION>
                                Facility B:
                                ------------------------------------------------------------------------------------
                                                     Consolidated                  LIBOR Margin          Base Rate
                                    Level          Funded Debt Ratio                  (bps)             Margin (bps)
                                ------------------------------------------------------------------------------------
<S>                                                   <C>                              <C>                   <C>
                                      I                  > 4.00x                       400                   275
                                     II               <= 4.00x but
                                                         > 3.50x                       325                   200
                                     III              <= 3.50x but
                                                         > 3.00x                       300                   175
                                     IV                 <= 3.00x                       275                   150
                                ------------------------------------------------------------------------------------
</TABLE>

Fees:                           Commitment Fee: A Commitment Fee calculated on
                                the average daily unused portion of Facility A,
                                payable quarterly in arrears commencing upon
                                closing. The Commitment Fee shall be determined
                                by the Borrower's Consolidated Funded Debt Ratio
                                based on the pricing grid above. The Commitment
                                Fee will be calculated on a 360-day basis

                                Upfront Fee: An Upfront Fee of $50,000 shall be
                                payable to the Lender at closing.

Banking & Depository
Relationship:                   Traditional banking services with KeyBank shall
                                be required.

Interest Payment Dates:         For Base Rate borrowings the Interest Payment
                                Dates shall be quarterly.

                                For LIBOR borrowings the Interest Payment Dates
                                shall be at the end of an Interest Period but in
                                no case more than ninety (90) days.

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

Representations and
Warranties:                     Customary for transactions of this nature.

Financial Reporting:            The Borrower will provide to the Lender:

                                o  Quarterly (unaudited) consolidated and
                                   consolidating financial statements on the
                                   Borrower and its domestic subsidiaries within
                                   45 days of the end of each quarterly period.
                                o  Quarterly covenant compliance certificate
                                   within 45 days of the end of each quarterly
                                   period certified by the Chief Financial
                                   Officer of the Borrower.
                                o  Annual Financial Statements:
                                   i. Annual audited consolidated financial
                                      statements with a consolidating schedule
                                      for the domestic operations and a
                                      compliance certificate within 90 days of
                                      the end of each fiscal year, certified by
                                      the Chief Financial Officer of the General
                                      Bearing Corp. as to compliance and to
                                      no-default. The audited financial
                                      statements of the Borrower shall be
                                      prepared in accordance with U.S. GAAP with
                                      the exception of the presentation of the
                                      Chinese joint ventures, which will be
                                      presented under the equity method.
                                   ii. Annual audited financial statements for
                                      the Chinese joint ventures prepared in
                                      accordance with The Peoples Republic of
                                      China GAAP.
                                   iii. Annual reconcilement of the PRC GAAP
                                      statements to the equity investments line
                                      in the U.S. statements.
                                   iv. Annual internally prepared (unaudited)
                                      consolidating financial statements of
                                      Borrower and it majority owned domestic
                                      and foreign owned subsidiaries.
                                o  An annual forecast including balance sheet,
                                   income statement, and statement of cash flows
                                   with in 30 days following each fiscal year
                                   end;

                                o  Monthly borrowing base certificates within 10
                                   days from the end of each month in the event
                                   that a borrowing base is required; and

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

                                o  Annual submission of signed and dated
                                   personal financial statements by Seymour
                                   Gussack and David Gussack as long as the
                                   Limited Personal Guarantees are required.
                                o  Other financial reports as the Agent may
                                   reasonably request.

Conditions Precedent to
Borrowing:                      Customary for transactions of this nature,
                                including but not limited to:

                                o  Submission of signed and satisfactorily
                                   reviewed dated personal financial statements
                                   on KeyBank's standard form, by Seymour
                                   Gussack and David Gussack.
                                o  Receipt and Satisfactory Review of the
                                   required Field Examination by the Lender;
                                o  Additional Due Diligence Satisfactory to the
                                   Lender;
                                o  Absence of Default;
                                o  Absence of Material Adverse Change;
                                o  Accuracy of Representations & Warranties; and
                                o  Negotiation & Execution of Satisfactory
                                   Closing Documents.

Covenants:                      Customary for transactions of this nature,
                                including but not limited to:

                                o  Maximum Consolidated Funded Debt Ratio: The
                                   Borrower shall not permit the ratio of
                                   Domestic Total Funded Debt (including
                                   outstanding letters of credit) to rolling
                                   four (4) quarter Domestic EBITDA to exceed
                                   4.75x effective 9/30/04, stepping down to
                                   4.00x effective 12/31/04, 3.25x effective
                                   12/31/05 and, to 3.00x effective 6/30/06 and
                                   thereafter.
                                o  Minimum Adjusted Fixed Charge Coverage Ratio:
                                   The Borrower shall maintain a minimum ratio
                                   of rolling four (4) quarter Adjusted EBITDA
                                   to rolling four (4) quarter Domestic Fixed
                                   Charges of 1.20x at all times.
                                o  Minimum Consolidated Net Income: The Borrower
                                   shall not permit the net income from non-U.S.
                                   operations and foreign subsidiaries to be
                                   less than $1.00 on a rolling four quarter
                                   basis.
                                o  Minimum Tangible Net Worth: The Borrower
                                   shall have a Minimum Tangible Net Worth of an
                                   amount to be determined, prior to closing.
                                   The Minimum Tangible Net Worth requirement
                                   will increase by 25% of Net Income at the end
                                   of each Fiscal Year.

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

                                o  Maximum Annual Capital Expenditures: The
                                   Borrower shall not permit Capital
                                   Expenditures for any fiscal year to exceed
                                   $1,500,000. In the event that the Borrower
                                   does not incur Capital Expenditures totaling
                                   up to $1,500,000 in the previous fiscal year,
                                   the Borrower may carry-over up to $750,000 of
                                   the prior year's remaining permitted Capital
                                   Expenditure amount into the current fiscal
                                   year.
                                o  Maximum Investements In and Advances To
                                   Affiliates: The Borrower shall not permit
                                   investments in and advances to affiliates to
                                   exceed $2,000,000 in any fiscal year.
                                   Compliance with all covenants, both before
                                   and after giving effect to all investments
                                   and advances, shall be required.
                                o  Permitted Acquisitions: The Borrower will not
                                   be permitted to make acquisitions with out
                                   the prior written consent of the Lender.

                                All covenants will be calculated quarterly based
                                upon the domestic financial statements of the
                                Borrower and General Ball and Roller (combined).

Other Covenants:                Customary in transactions of the nature and
                                subject to materiality provisions where
                                appropriate, including but not limited to:

                                o  Limitations on investments and advances.
                                o  Limitations on liens.
                                o  Limitations on other indebtedness.
                                o  Limitations on capital distributions.
                                o  Limitations on mergers and sale of assets.

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

Covenant Definitions:           Adjusted EBITDA shall be defined as earnings
                                before interest, taxes, depreciation, and
                                amortization of the Borrower plus cash dividends
                                from foreign investments and return of
                                investments and advances from foreign affiliates
                                minus investments in and advanced to affiliates.
                                All non-cash gains and losses, as well as
                                extraordinary income, shall be excluded from the
                                definition of Adjusted EBITDA.

                                Domestic EBITDA shall be defined as earnings
                                before interest, taxes, depreciation, and
                                amortization of the Borrower. All non-cash gains
                                and losses, as well as extraordinary income,
                                shall be excluded from the definition of
                                Domestic EBITDA.

                                Domestic Fixed Charges shall be defined as the
                                sum of the Borrower's principal payments,
                                interest expense, cash taxes, capital
                                expenditures, and capital distributions.

                                Domestic Funded Debt shall be defined as the sum
                                of the Borrower's total debt, as evidenced by
                                notes, and shall include letters of credit.

                                Tangible Net Worth shall be defined as the
                                Borrower's Net Worth, minus intangible assets,
                                investments in affiliates, and advances to
                                affiliates.

Events of Default:              Customary for transactions of this nature,
                                including but not limited to:

                                o  Failure to pay any principal under the
                                   Facility when due;
                                o  Failure to pay any interest or fees within
                                   five (5) business days of the due date;
                                o  Failure to remain in compliance with the
                                   monthly borrowing base formula;
                                o  Defaults in the payment of principal,
                                   interest and/or fees on other debt
                                   instruments;
                                o  Violations of covenants;
                                o  ERISA Termination;
                                o  Material Adverse Change;
                                o  Cross Default; and
                                o  Change of Control.

<PAGE>

Remedies:                       Customary for transactions of this nature.

Assignments and Participants:   The Borrower may not assign its rights or
                                obligations under the Facility without the prior
                                written consent of the Lender. The Lender may at
                                any time assign or participate its rights and
                                obligations under the Facilities in an agreed
                                upon minimum amounts, and subject to approval of
                                the Borrower, which approval shall not be
                                unreasonably withheld. The Facilities shall
                                provide for a mechanism which will allow for
                                each assignee to become a direct signatory to
                                the Facility and will relieve the assigning
                                Lender of its obligations with respect to the
                                assigned portion of the commitment.

Expenses and Indemnifications:  All third-party filing fees will be paid by the
                                Borrower. All costs, expenses and charges
                                incurred by the Lender will be reimbursed by the
                                Borrower. All charges of external legal counsel
                                for the Lender will be for the account of the
                                Borrower and will not be limited. In addition,
                                the Borrower agrees to indemnify the Lender and
                                its directors, officers, employees and agents
                                from, and hold each harmless against, any and
                                all losses, liabilities, claims, damages or
                                expenses incurred, except by reason of gross
                                negligence or willful misconduct of the Lender.

Counsel for KeyBank:            Emmet, Marvin & Martin, LLP

Governing Law:                  State of New York.

Proposal Expiration Date:       July 30, 2004

Corporate Lending

        Rich Kulbieda, Senior Vice President                        914-681-8302
        Fax Number                                                  914-681-8350

        Joe Markey, Senior Vice President                           914-681-8301
        Fax Number                                                  914-681-8350

<PAGE>

General Bearing Corporation                                     Transaction Team
--------------------------------------------------------------------------------

Credit Administration

        Karl Grunawalt, Executive Vice President                    216-689-4356
        Fax Number                                                  216-689-3866

        Scott Foye, Senior Vice President                           216-689-1793
        Fax Number                                                  216-689-4555

        Peter Dumas, Senior Vice President                          845-563-5194
        Fax Number                                                  845-563-5203

</TEXT>
</DOCUMENT>
</SUBMISSION>
