SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______________
For the quarter ended March 31, 1994 Commission File No. 0-16452
A. P. GREEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-0899374
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Green Boulevard, Mexico, Missouri 65265
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (314) 473-3626
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes x No ___
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date: As of May 6, 1994, 4,027,282 shares of Common Stock, $1 par
value, were outstanding.
Page 1 of 17
<PAGE>
A. P. GREEN INDUSTRIES, INC.
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
March 31, December 31,
1994 1993
(Dollars in thousands, except per share data)
ASSETS
Current Assets
Cash and cash equivalents $ 11,713 $ 16,331
Receivables (net of allowances -
1994, $1,011; 1993, $1,198) 22,639 26,873
Reimbursement due on paid asbestos
claims 8,174 5,929
Inventories 27,856 25,735
Projected insurance recovery on
asbestos claims 36,837 35,779
Deferred income tax benefit 4,072 4,493
Other 1,916 1,811
Total current assets 113,207 116,951
Property, plant and equipment, net 80,505 81,474
Non-current projected insurance
recovery on asbestos claims 118,333 130,646
Other assets 10,203 10,243
Total assets $322,248 $339,314
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 8,706 $ 12,691
Accrued expenses
Payrolls 3,774 4,342
Taxes other than on income 900 1,161
Current portion of projected
asbestos claims 37,812 36,754
Other 7,027 7,668
Current maturities of long-term debt 128 123
Income taxes 510 601
Total current liabilities 58,857 63,340
Deferred income taxes 15,009 15,538
Long-term non-pension benefits 14,606 14,123
Long-term debt 12,126 12,160
Projected asbestos claims 120,779 133,223
Total liabilities 221,377 238,384
Stockholders' Equity
Preferred stock - $1 par value;
authorized: 2,000,000 shares;
issued and outstanding: none --- ---
Common stock - $1 par value;
authorized: 10,000,000 shares;
issued: 4,475,629 in 1994 and
4,459,129 in 1993 4,476 4,459
Additional paid-in capital 72,741 72,492
Retained earnings 43,746 43,800
Less: Deferred currency translation (2,583) (2,301)
Treasury stock of 448,347
shares, at cost (9,003) (9,003)
Note receivable - ESOT (8,491) (8,491)
Deferred compensation-restricted
stock (15) (26)
Total stockholders' equity 100,871 100,930
Total liabilities and stockholders'
equity $322,248 $339,314
See accompanying notes to consolidated financial statements.
-2-
<PAGE>
A. P. GREEN INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(Dollars in thousands, Three months ended March 31,
except per share data) 1994 1993
Net sales $ 37,503 $ 39,505
Cost of sales 31,397 31,666
Gross profit 6,106 7,839
Expenses and other income
Selling & administrative expenses 5,969 6,016
Interest expense 263 265
Interest income (318) (288)
Other income, net (353) (262)
Earnings before taxes and cumulative
effect of an accounting change 545 2,108
Income tax expense 109 774
Earnings before cumulative effect of
an accounting change 436 1,334
Cumulative effect of an accounting change
Postemployment benefits, net of tax (255) -
Net earnings $ 181 $ 1,334
Earnings per common share before
cumulative effect of an accounting
change $ 0.11 $ 0.33
Cumulative effect of an accounting change
Postemployment benefits, net of tax (0.06) -
Net earnings per common share $ 0.05 $ 0.33
Weighted average number of
common shares 4,017,265 4,010,782
Dividends per common share $ 0.06 $ -
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
A. P. GREEN INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
(Dollars in thousands) 1994 1993
Cash flows from operating activities
Net earnings $ 181 $ 1,334
Adjustments for items not requiring cash
Cumulative effect of an accounting change-
Postemployment benefits, net of tax 255 -
Depreciation, depletion, and amortization 1,994 1,906
Deferred compensation 11 23
Stock compensation to directors 28 -
Provision for losses on accounts receivable 17 75
Loss (gain) on sale of assets (43) 17
Decrease (increase) in assets
Trade receivables 4,216 804
Asbestos claim and fee reimbursements
received 11,255 7,283
Inventories (2,120) (721)
Receivable and prepaid taxes 96 -
Other current assets (201) (78)
Increase (decrease) in liabilities
Accounts payable and accrued expenses (5,455) (237)
Asbestos claims paid (13,631) (9,083)
Income taxes (91) 349
Deferred income taxes 39 203
Long-term non-pension benefits 81 56
Net cash from (used in) operating
activities (3,368) 1,931
Cash flows from investing activities
Capital expenditures (1,050) (482)
Decrease in other long-term assets 145 120
Increase in pension assets (104) (276)
Proceeds from sales of assets 46 5
Net cash used in investing activities (963) (633)
Cash flows from financing activities
Payment of debt (29) (38)
Dividends paid (242) -
Exercised stock options 238 -
Tax benefit on dividends paid to ESOP 7 -
Tax effect on stock plan - (59)
Net cash used in financing activities (26) (97)
Effect of exchange rate changes (261) (36)
Net increase (decrease) in cash and cash
equivalents (4,618) 1,165
Cash and cash equivalents at beginning
of year 16,331 7,118
Cash and cash equivalents at end of
period $11,713 $ 8,283
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
A. P. GREEN INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. MANAGEMENT'S COMMENTS REGARDING ADJUSTMENTS AND RESULTS OF
OPERATIONS
In the opinion of management, the accompanying consolidated
financial statements include all adjustments of a normal and
recurring nature necessary for a fair presentation of the financial
position and results of operations for the periods presented.
These financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended December
31, 1993. The results for the quarter ended March 31, 1994 are not
necessarily indicative of the results which may occur for the full
year.
2. INVENTORIES
March 31, 1994 December 31, 1993
Finished goods &
work-in-process
Valued at LIFO:
FIFO cost $ 26,171 $25,150
Less LIFO reserve (13,859) (14,003)
LIFO cost 12,312 11,147
Valued at FIFO 4,634 3,935
TOTAL 16,946 15,082
Raw materials and supplies
Valued at LIFO:
FIFO cost 10,763 11,017
Less LIFO reserve (5,330) (5,431)
LIFO cost 5,433 5,586
Valued at FIFO 5,477 5,067
TOTAL 10,910 10,653
$27,856 $25,735
-5-
<PAGE>
3. CHANGES IN METHOD OF ACCOUNTING
Postemployment Benefits
The Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits," in November 1992. The
standard requires application of the accrual method of accounting
to all benefits provided to former or inactive employees, their
beneficiaries and covered dependents, subsequent to their
employment by the Company and prior to retirement, rather than
recognizing these expenses as they are paid. Effective January 1,
1994, the Company adopted this standard and recognized the
projected benefit obligation relating to short-term and long-term
disability benefits as a cumulative effect of an accounting change,
reducing net income by $255,000, or $.06 per share. The annual
incremental expense is not expected to be material.
Projected Asbestos Claims and Insurance Reimbursements
In prior years, the Company reported its projected asbestos
claims and projected insurance reimbursements relating to such
claims net within accrued liabilities. With the issuance of FASB
Interpretation No. 39, "Offsetting of Amounts Related to Certain
Contracts," the Company has determined that the amounts should be
reported gross rather than net. As such, the consolidated
statements of financial position and cash flows as of March 31,
1994 reflect both the gross projected liability for asbestos claims
and gross projected insurance reimbursements related to those
claims on a current and non-current basis. The consolidated
statements of financial position and cash flows as of December 31,
1993 have been restated to be consistent with the 1994
presentation. There was no impact on operating results of either
period as a result of this "grossed-up" presentation.
4. LITIGATION
Asbestos-related claims - Personal Injury
A. P. Green is among numerous defendants in lawsuits pending
as of March 31, 1994 that seek to recover compensatory, and in many
cases, punitive damages for personal injury allegedly resulting
from exposure to asbestos-containing products manufactured, sold or
installed by A. P. Green.
A. P. Green is a member of the Center for Claims Resolution
(the Center), an organization of twenty companies (Members) who
were formerly distributors or manufacturers of asbestos-containing
products. The Center administers, evaluates, settles, pays and
defends all of the asbestos-related personal injury lawsuits
involving its Members. Under the terms of the Center Agreement,
each Member's portion of the liability payments and defense costs
are based upon, among other things, the number and type of claims
-6-
<PAGE>
brought against it. Claims activity for each of the years ended
December 31, 1993 and 1992 was as follows:
_________________________________________________________________
1993 1992
_________________________________________________________________
Claims pending at January 1 50,007 38,681
Claims filed 26,100 19,767
Cases settled, dismissed or
otherwise resolved (23,985) (8,441)
Claims pending at December 31 52,122 50,007
Average settlement amount per claim(1) $1,728 $1,875
_________________________________________________________________
(1) Substantially all settlements are covered by the Company's
insurance program.
On January 15, 1993, the Members were named as defendants in
a class action lawsuit pursuant to Federal Rule of Civil Procedure
23(b)(3) in the Federal District Court for the Eastern District of
Pennsylvania brought on behalf of all persons who have been
occupationally exposed to asbestos-containing products of the
Members and who have not filed suite against any Member for such
exposure (the Class). At about the same time, the Center
negotiated and filed with the Court a settlement (the Settlement)
between the Members and the Class. Under the terms of the
Settlement, the Members have agreed to pay compensation to any
member of the Class who has, according to objective medical
criteria, physical impairment as a result of such exposure.
Different levels of compensation will be paid depending on the type
and degree of physical impairment. No punitive damages will be
paid. The Settlement provides, among other things, for a cap on
the number of claims to be processed each year during the next ten
years and a range of settlement values for each disease category.
Settlement values are based on historical average payments by the
Center for similar cases. Each Member will be responsible for its
percentage share of each claim payment (no joint and several
liability), such shares having been previously negotiated among the
Members. The Settlement does not become operative until it has
received appropriate court approval. In accordance with Rule 23,
the Court ordered that appropriate notice be given to the Class.
Hearings have been held to determine the fairness of the
Settlement. Rulings from these hearings have not yet been made.
-7-
<PAGE>
In a third party action filed simultaneously with the class
action, the Members have asked for a declaratory judgment against
their respective insurers that such insurers cannot use the
Settlement as a defense to their payment under applicable policies
of insurance. The Settlement is expressly contingent upon such
declaratory relief. In addition, some Members, including A. P.
Green, have asked for a declaratory judgment against their insurers
with whom they have not reached coverage resolutions.
Under the assumption that it receives these court approvals,
the Settlement has provided the Company with a basis for estimating
its potential liability and related insurance recovery associated
with asbestos cases. The Company has reviewed its policies of
insurance, historical settlement amounts, the number of pending
cases and the projected number of claims to be filed pursuant to
the Settlement and the Company's share of amounts to be paid
thereunder. The Company has also reviewed its contractual
liability for the payment of deductibles under insurance policies
defending asbestos cases brought against a former subsidiary.
Based upon such reviews, the Company has estimated and recorded its
liability for such cases and claims as well as its projected
insurance reimbursements related to such claims. While management
understands the inherent uncertainty in litigation of this type and
the possibility that past costs may not be indicative of future
costs, management does not believe that these claims and cases will
have any additional material adverse effect on the Company's
consolidated financial position or results of operations.
Management anticipates that payments for these claims will occur
over at least ten years and can be made from normal operating cash
sources.
In addition to asbestos-related personal injury claims
asserted against A. P. Green, a number of claims have been asserted
against Bigelow-Liptak Corporation (now known as A. P. Green
Services, Inc.), a subsidiary of the Company. These claims have
been and are currently being handled by such subsidiary's insurance
carriers. No claim for reimbursement of defense or indemnity
payments has been made against the Company or such subsidiary by
any such carriers.
The Company is also contractually liable to The E. J. Bartells
Company (Bartells), a former subsidiary, for deductible amounts on
certain insurance policies insuring Bartells against asbestos-
related personal injury claims issued when it was owned by A. P.
Green. The Company has estimated the amounts of such deductibles
and provision for such estimate was made in the Company's 1992
financial statements.
Asbestos-related claims-Property Damage
A. P. Green is also among numerous defendants in a property
damage class action suit pending in South Carolina. A. P. Green
previously has been dismissed from a number of property damage
cases and believes that it should be dismissed from the South
-8-
<PAGE>
Carolina case based on the end uses of its products. A similar
suit pending in the State of Oregon involves a former wholly owned
subsidiary of the Company and is being defended by the Company's
insurance carrier. Based upon the Company's history in these
asbestos-related property damage claims, management does not
believe that the ultimate resolution of these matters will have a
material adverse effect on the Company's consolidated financial
position or results of operations.
Environmental
In the third quarter of 1993, the United States Environmental
Protection Agency (EPA) filed a lawsuit against the Company in the
Federal District Court for the Northern District of Oklahoma
alleging violations of the Clean Water Act at the Company's Pryor,
Oklahoma facility. The alleged violations involved discharges
without a permit. After discussions, an agreement in principle to
settle the matter has been reached between the Company and the EPA
and Department of Justice. Under the terms of the agreement in
principle, the Company paid a civil penalty in the amount of
$450,000, expense for which was recognized in prior periods.
The EPA or other private parties have named the Company or one
of its subsidiaries as a potentially responsible party in
connection with three superfund sites in the United States. The
Company is a de minimis party with respect to two of the sites and
expects to arrive at settlement agreements with respect to them for
amounts of not more than $10,000 per site. With respect to the
third, involving a wholly owned subsidiary of the Company, there
does not appear to be any evidence of delivery to the site of
hazardous material by the subsidiary. An estimate has been made of
the costs to be incurred in these matters and the Company has
recorded a reserve respecting those costs.
Other
A. P. Green is subject to numerous claims and lawsuits that
arise in the ordinary course of business, some of which seek
damages in substantial amounts, including punitive or extraordinary
damages. Reserves for these claims and lawsuits have been recorded
to the extent that losses are deemed probable and are estimable.
Although the ultimate outcome of these claims and lawsuits
cannot be accurately predicted and liabilities in indeterminate
amounts may be imposed on A. P. Green, it is the opinion of
management that the disposition of such claims and lawsuits will
not have a material adverse effect on the consolidated financial
position or results of operations of A. P. Green.
-9-
<PAGE>
A. P. GREEN INDUSTRIES, INC.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Total sales decreased 5.1% from $39.5 million for the three
months ended March 31, 1993 to $37.5 million for the comparable
1994 three-month period. Gross profit declined 22.1% from $7.8
million to $6.1 million for the comparable periods.
Refractory Products and Services
Refractory products and services sales were $30.8 million and
$29.1 million for the three-month periods ended March 31, 1993 and
1994, respectively, reflecting a decrease of 5.4%. This decrease
occurred primarily in the United States, where refractory sales
were down $1.7 million, or 6.2%, from 1993 levels. Sales volumes
and prices increased 2.9% and 3.8%, respectively, on U.S.
specialties. Volumes declined on all other U.S. product lines due
to severe weather conditions in the northeastern states and reduced
operating rates of the Company's aluminum customers, resulting in
an 8.3% overall volume decrease. Ceramic fiber prices improved
6.2%, while brick pricing was unchanged.
Sales of the Canadian subsidiary improved from $2.6 million
for the three-month period ended March 31, 1993 to $2.9 million for
the comparable 1994 period, a 12.9% increase. This increase was
due to volume improvements across all product lines, while prices
were unchanged from first quarter 1993 levels. A pre-tax reserve
of approximately $315,000 was established for the cost of Canadian
personnel reductions made during the first quarter, resulting in a
pre-tax loss of $63,000 compared to earnings of $131,000 during the
first quarter of 1993.
Sales of the United Kingdom (U.K.) subsidiary declined 7.4%
from $1.5 million to $1.4 million due to continuing weakness in the
U.K. market. This sales decline resulted in a pre-tax loss of
$52,000 in the first quarter of 1994 compared to a $36,000 loss in
the comparable 1993 period.
Cost of sales as a percentage of sales increased from 80.4% to
83.2% for the three months ended March 31, 1993 and 1994,
respectively. This increase was primarily due to the $315,000
reserve for personnel reductions in Canada and unfavorable brick
breakage variances in the U.S. during 1994 compared to favorable
variances in 1993. Also contributing to the cost increase were
higher U.S. pension costs due to plan benefit changes, increased
group insurance costs and a lower favorable LIFO inventory cost
-10-
<PAGE>
adjustment in 1994 compared to 1993, partially offset by reduced
casualty insurance costs and reversal of a portion of the U.S.
reorganization reserve established in prior periods. Refractory
operating profits declined 51.1% from $2.4 million to $1.2 million
in 1993 and 1994, respectively. Results from both U.S. and
Canadian refractory operations improved significantly in March over
the first two months of the quarter and the March results are
expected to be more reflective of trends for the immediate future.
Industrial Lime
Industrial lime sales declined 4.2% from $8.8 million to $8.5
million for the respective first quarters of 1993 and 1994, due
primarily to the curtailment of production at the Kimballton,
Virginia plant for several days as a result of severe weather
conditions. Volumes decreased across all product lines at both
plants with the exception of the steel and aluminum markets at the
New Braunfels, Texas facility. Average selling prices increased
2.3% for the comparable periods, with increases coming from all
product lines with the exception of hydrate at the Kimballton
plant.
The gross margins of the Company's industrial lime operations
are sensitive to volume changes due to the capital intensive nature
of the operations and semi-fixed nature of other costs. As a
result of the sales decline, gross profit and operating profit
decreased 32.2% and 36.0%, respectively. Also contributing to
this decline were increased depreciation expense and unfavorable
production variances at both plants due to the previously mentioned
production curtailment at the Kimballton plant and downtime at the
New Braunfels plant related to the installation of a new kiln
preheater and dust collection system, partially offset by lower
processing fuel costs at both facilities. As with the U.S. and
Canadian refractory operations, March results for industrial lime
showed significant improvement and are expected to be more
indicative of trends for the immediate future.
Expenses and Other Income
Selling and administrative expenses were level at $6.0 million
for both three-month periods. A decrease in salary costs and
investment plan expenses and reduced provisions for doubtful
accounts were offset by increased sales promotion expenses.
Interest expense decreased slightly from 1993 to 1994, with no
bank line borrowings during the first quarter of either period.
Interest income for the first quarter of 1994 increased 10.3% from
the comparable 1993 period due to increased funds available for
investing. Other income increased 34.5% for the comparable three-
month periods primarily due to a gain on the sale of land during
the first quarter of 1994 and transaction gains on U.S. dollar
denominated accounts at the Canadian subsidiary compared to losses
during the first quarter of 1993. The Company and its Canadian and
U.K. subsidiaries typically transact business in their own
currencies and accordingly are not subject to significant
transaction gains and losses.
-11-
<PAGE>
Income Taxes
The 20.0% effective income tax rate in 1994 as compared to
36.7% in 1993 is primarily due to depletion expense at APG Lime
which, at the lower earnings level, has a more pronounced effect on
the effective income tax rate.
Accounting Changes
The cumulative effect of adopting the Financial Accounting
Standards Board Statement No. 112, "Employers' Accounting for
Postemployment Benefits," further reduced 1994 net income by
$255,000, or $.06 per share.
-12-
<PAGE>
INDUSTRY SEGMENTS
(In thousands)
Three Months Ended March 31,
1994 1993
Net Sales
Refractory products and services $ 29,084 $ 30,761
Industrial lime 8,469 8,840
Intersegment eliminations (50) (96)
$ 37,503 $ 39,505
Gross Profit
Refractory products and services $ 4,887 $ 6,040
Industrial lime 1,219 1,799
$ 6,106 $ 7,839
Gross Profit Percentage
Refractory products and services 16.8% 19.6%
Industrial lime 14.4% 20.4%
16.3% 19.8%
Operating Profit
Refractory products and services $ 1,193 $ 2,439
Industrial lime 928 1,450
2,121 3,889
Other Charges to Income
General corporate expenses, net 1,631 1,804
Interest expense 263 265
Interest income (318) (288)
Total other charges 1,576 1,781
Earnings Before Income Taxes
and Cumulative Effect of an
Accounting Change $ 545 $ 2,108
Identifiable Assets (at period end)
Refractory products and services $260,484 $279,800
Industrial lime 45,848 44,486
Corporate 15,916 12,779
$322,248 $337,065
-13-
<PAGE>
Three Months Ended March 31,
1994 1993
Depreciation and Depletion
Refractory products and services $ 1,050 $ 1,075
Industrial lime 707 602
Corporate 237 229
$ 1,994 $ 1,906
Capital Expenditures
Refractory products and services $ 217 $ 248
Industrial lime 506 44
Corporate 327 190
$ 1,050 $ 482
GEOGRAPHIC SEGMENTS
(In thousands)
Three Months Ended March 31,
1994 1993
Net Sales
United States $ 34,437 $ 36,513
Canada 2,942 2,607
United Kingdom 1,382 1,493
Intersegment transfers (primarily U.S.) (1,258) (1,108)
$ 37,503 $ 39,505
Earnings (Loss) Before Income Taxes
and Cumulative Effect of an
Accounting Change
United States $ 660 $ 2,013
Canada (63) 131
United Kingdom (52) (36)
$ 545 $ 2,108
Identifiable Assets (at period end)
United States $295,551 $313,220
Canada 7,861 7,925
United Kingdom 2,920 3,141
Corporate 15,916 12,779
$322,248 $337,065
-14-
<PAGE>
PRICE/VOLUME SUMMARY
1994 AS COMPARED TO 1993
PERCENT INCREASE (DECREASE)
Three
Months
Ended
U.S. Refractory Products Sales
Volume (8.3)%
Price 1.7
Industrial Lime Sales
Volume (6.4)
Price 2.3
-15-
<PAGE>
FINANCIAL CONDITION
The Company's balance sheet and cash flow remain strong.
Summary Information
(Dollars in thousands)
March 31, December 31,
1994 1993 1993
Working capital $ 54,350 $ 48,007 $ 53,611
Current ratio 1.9:1 1.8:1 1.8:1
Total assets $322,248 $337,065 $339,314
Current maturities of
long-term debt 128 111 123
Long-term debt 12,126 12,256 12,160
Stockholders' equity $100,871 $ 95,996 $100,930
Debt to total
capitalization(1) 10.8% 11.4% 10.8%
(1) Calculated as total Debt (long-term debt including current
maturities) divided by total stockholders' equity plus
total Debt.
The working capital increase of $6.3 million from March 31,
1993 to March 31, 1994 was due to a decrease in the worker's
compensation, general liability and group health insurance reserves
and increases in cash and reimbursement due on paid asbestos
claims, partially offset by a reduction in trade receivables due to
improved collections and lower sales in the first quarter of 1994
compared to 1993.
SUBSEQUENT EVENTS
On April 18, 1994, the Company entered into a letter of intent
to acquire all of the refractory assets of General Refractories
Company. These operations include nine plants in the U.S., one
plant in Canada and a 49% interest in a profitable Colombian
refractory operation. The transaction is subject to the
negotiation and execution of a definitive agreement between the
parties and appropriate governmental and regulatory approvals and
due diligence by the Company. Closing of the transaction is
planned for early in the third quarter of 1994.
-16-
<PAGE>
A. P. GREEN INDUSTRIES, INC.
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: None.
(b) Reports on Form 8-K: No reports on Form 8-K were filed
during the quarter ended March 31, 1994.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
A. P. Green Industries, Inc.
(Registrant)
By: /s/Gary L. Roberts
Gary L. Roberts
Vice President, Chief Financial
Officer and Treasurer
Date: May 6, 1994
-17-