This amendment is being submitted to include a Financial Data Schedule as
Exhibit 27 and revised Exhibit Index.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A, AMENDMENT #1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
_______________
For the fiscal year ended December 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
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$1.00 par value
Preferred Share
Purchase Rights
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant: As of March 24, 1995, the market value of A. P. Green
Industries, Inc. Common Stock held by non-affiliates was approximately
$76,700,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: As of March 24, 1995, 4,028,532
shares of Common Stock, $1.00 par value were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into the indicated
part of this report:
Document Part of Form 10-K
1994 Annual Report to Stockholders Parts I, II and IV
Proxy Statement for 1995 Annual Meeting of Stockholders Part III
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 3. Exhibits
Exhibit No.
3(a) Restated Certificate of Incorporation of A. P. Green is
incorporated herein by reference to Exhibit 3(a) of A. P.
Green's Annual Report on Form 10-K for the year ended December
31, 1987.
3(b) By-Laws of A. P. Green is incorporated herein by reference to
Exhibit 3(b) of A. P. Green's Annual Report on Form 10-K for the
year ended December 31, 1987.
4(a) Specimen Common Stock Certificate of A. P. Green is incorporated
herein by reference to Exhibit 4.1 of the Registration Statement
on Form 10, dated February 3, 1988.
4(b) Rights Agreement, dated as of December 22, 1987, between A. P.
Green and Harris Trust and Savings Bank, as Rights Agent, is
incorporated herein by reference to Exhibit 4.2 of the
Registration Statement on Form 10, dated February 3, 1988.
4(c) Note Purchase Agreement, dated July 28, 1994, by and between
A. P. Green and certain of its subsidiaries and the purchasers
of the unsecured notes, is incorporated herein by reference to
Exhibit 10.1 of A. P. Green's Current Report on Form 8-K dated
August 12, 1994.
10(a) A. P. Green Refractories Co. Supplemental Retirement Plan is
incorporated herein by reference to Exhibit 10.10 of the
Registration Statement on Form 10, dated February 3, 1988.
10(b) 1987 Long-Term Performance Plan of A. P. Green is incorporated
herein by reference to Exhibit 10(l) of A. P. Green's Annual
Report on Form 10-K for the year ended December 31, 1987.
10(c) 1989 Long-Term Performance Plan of A. P. Green is incorporated
herein by reference to Exhibit 10(m) of A. P. Green's Annual
Report on Form 10-K for the year ended December 31, 1988.
10(d) A. P. Green Management Incentive Compensation Plan is
incorporated herein by reference to Exhibit 10(g) of A. P.
Green's Annual Report on Form 10-K for the year ended
December 31, 1989.
10(e) Form of Indemnification Agreement between A. P. Green and each
of its Directors and Officers is incorporated herein by
reference to Exhibit 10(m) of A. P. Green's Annual Report on
Form 10-K for the year ended December 31, 1987.
10(f) Termination Compensation Agreement, dated March 1, 1988, between
A. P. Green and Paul F. Hummer II, is incorporated herein by
reference to Exhibit 10(o) of A. P. Green's Annual Report on
Form 10-K for the year ended December 31, 1987.
10(g) Termination Compensation Agreement, dated November 16, 1988,
between A. P. Green and Michael B. Cooney, is incorporated
herein by reference to Exhibit 10(r) of A. P. Green's Annual
Report on Form 10-K for the year ended December 31, 1988.
10(h) Form of Addendum No. 1 of Termination Compensation Agreement,
dated October 19, 1989, by and between A. P. Green and Paul F.
Hummer II or Michael B. Cooney, is incorporated herein by
reference to Exhibit 10(w) of A. P. Green's Annual Report on
Form 10-K for the year ended December 31, 1989.
10(i) Form of Termination Compensation Agreement, dated October 19,
1989, between A. P. Green and Gary L. Roberts or Max C. Aiken,
is incorporated herein by reference to Exhibit 10(x) of A. P.
Green's Annual Report on Form 10-K for the year ended
December 31, 1989.
10(j) 1993 Performance Plan of A. P. Green is incorporated herein by
reference to Exhibit 10(j) of A. P. Green's Annual Report on
Form 10-K for the year ended December 31, 1993.
10(k) Asset Acquisition Agreement, dated July 11, 1994, by and among
General Refractories Company and certain of its affiliates and
A. P. Green and certain of its affiliates, is incorporated
herein by reference to Exhibit 2.1 of A. P. Green's Current
Report on Form 8-K dated August 12, 1994.
10(l) Retirement Plan for Directors, dated February 16, 1995.
10(m) A. P. Green Industries, Inc. Supplemental Retirement Income
Plan, executed October 12, 1994, effective January 1, 1995.
13 A. P. Green's 1994 Annual Report to Stockholders.
22 Subsidiaries of A. P. Green
24 Consent of KPMG Peat Marwick
27 Financial Data Schedule as of December 31, 1994.
28 Annual Report on Form 11-K for the year ended September 30, 1994
for the A. P. Green Industries, Inc. Investment Plan (including
Exhibit thereto).
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: April 19, 1995 By: /s/ Gary L. Roberts
Gary L. Roberts, Vice President,
Chief Financial Officer and
Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM A.P. GREEN
INDUSTRIES, INC. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 9,637
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<RECEIVABLES> 45,720
<ALLOWANCES> 1,992
<INVENTORY> 53,452
<CURRENT-ASSETS> 164,152
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0
0
<OTHER-SE> 102,562
<TOTAL-LIABILITY-AND-EQUITY> 373,122
<SALES> 195,918
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