GREEN A P INDUSTRIES INC
DEF 14A, 1995-04-07
STRUCTURAL CLAY PRODUCTS
Previous: DELL COMPUTER CORP, 10-K405/A, 1995-04-07
Next: DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND INC, N-30D, 1995-04-07



                            SCHEDULE 14A INFORMATION

               Proxy Statement Pursuant to Section 14(a) of the
              Securities Exchange Act of 1934   (Amendment No.  )


Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
      240.14a-12

                          A.P. GREEN INDUSTRIES, INC.
               (Name of Registrant as Specified in its Charter)

            THE BOARD OF DIRECTORS OF A.P. GREEN INDUSTRIES, INC.
                  (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
      14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which transaction applies:  N/A

    2) Aggregate number of securities to which transaction applies:  N/A

    3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11:  N/A

    4) Proposed maximum aggregate value of transaction:  N/A
    Set forth the amount on which the filing fee is calculated and state how
    it was determined.

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

    1) Amount Previously Paid:  N/A

    2) Form, Schedule or Registration Statement No.:  N/A

    3) Filing Party:  N/A

    4) Date Filed:  N/A




<PAGE>
                          A.P. GREEN INDUSTRIES, INC.
                                Green Boulevard
                            Mexico, Missouri 65265


                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD MAY 11, 1995


Dear Stockholder:

          The Annual Meeting of Stockholders of A.P. Green Industries, Inc.
("A.P. Green") will be held at The Empire Club located off of Teal Lake Road
in Mexico, Missouri on May 11, 1995, at 10:00 a.m., local time, for the
following purposes:

          1.     To elect two Class I directors to hold office for a term
                 of three years.

          2.     To ratify the appointment of KPMG Peat Marwick LLP as A.P.
                 Green's auditors for the year ending December 31, 1995.

          3.     To transact any and all other business that may properly come
                 before the meeting or any adjournment thereof.

          Only stockholders of record of A.P. Green at the close of business
on March 24, 1995 are entitled to notice of, and to vote at, the meeting or
any adjournment thereof.

          We cordially invite you to attend the Annual Meeting.  Even if you
plan to be present at the meeting, you are requested to date, sign and return
the enclosed Proxy Card in the envelope provided so that your shares will be
represented.  The mailing of an executed Proxy Card will not affect your right
to vote in person should you later decide to attend the Annual Meeting.

                                                   Paul F. Hummer II
                                                   Chairman of the Board,
                                                     President and
                                                     Chief Executive Officer

April 7, 1995

<PAGE>





















                          A.P. GREEN INDUSTRIES, INC.
                                Green Boulevard
                            Mexico, Missouri 65265


                                PROXY STATEMENT
                                      FOR
                        ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD MAY 11, 1995

                                _________________

                               GENERAL INFORMATION

          This Proxy Statement is furnished to the stockholders of A.P. GREEN
INDUSTRIES, INC. ("A.P. Green"), in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders to be held on Thursday,
May 11, 1995, and at all adjournments thereof (the "Annual Meeting"), for the
purposes set forth in the preceding Notice of Annual Meeting of
Stockholders.

          This Proxy Statement, the Notice of Annual Meeting and the
accompanying Proxy Card were first mailed to the stockholders of A.P. Green on
or about April 7, 1995.

          The proxy reflected on the accompanying Proxy Card is being
solicited by the Board of Directors of A.P. Green.  A proxy may be revoked at
any time before it is voted by filing a written notice of revocation or a
later-dated Proxy Card with the Secretary of A.P. Green at the principal 
offices of A.P. Green or by attending the Annual Meeting and voting the
shares in person.  Attendance alone at the Annual Meeting will not of itself
revoke a proxy.  Proxy Cards that are properly executed, timely received and
not revoked will be voted in the manner indicated thereon at the Annual
Meeting and any adjournment thereof.

          A.P. Green will bear the entire expense of soliciting proxies.
Proxies will be solicited by mail initially.  The directors, executive
officers and employees of A.P. Green may also solicit proxies personally or by
telephone or other means but such persons will not be specially compensated
for such services.  A.P. Green has retained the services of Georgeson &
Company Inc. to assist in the solicitation of proxies for a fee of $5,500,
plus out-of-pocket expenses.

          Only stockholders of record at the close of business on March 24,
1995 are entitled to notice of, and to vote at, the Annual Meeting.  On such
date, there were 4,028,532 shares of A.P. Green Common Stock issued and
outstanding.

          Each outstanding share of A.P. Green Common Stock is entitled to one
vote on each matter to be acted upon at the Annual Meeting.  Shares subject to
abstentions will be treated as shares that are present at the Annual Meeting
for purposes of determining the presence of a quorum and as voted for purposes
of determining the base number of shares voting on a particular proposal.  If
a broker or other nominee holder indicates on the Proxy Card that it does not
have discretionary authority to vote the shares it holds of record on a
proposal, those shares will not be considered as voted for purposes of
determining the approval of the stockholders on a particular proposal.
Stockholders do not have the right to cumulate votes in the election of
directors.

                                       2

<PAGE>

               VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

          The following persons were known to management of A.P. Green to be
the beneficial owners of five percent or more of A.P. Green's Common Stock:

Name and Address of                 Number of Shares   Percent of Outstanding
 Beneficial Owner                  Beneficially Owned     Common Stock (1) 
- -------------------                ------------------  ----------------------
Mercantile Bancorporation Inc.          427,365 (2)            10.61%
One Mercantile Center
St. Louis, Missouri 63101

Quest Advisory Corp.                    312,650 (3)             7.76%
1414 Avenue of the Americas
New York, New York 10019

SoGen International Fund, Inc.          301,500 (4)             7.48%
Societe Generale Asset
  Management Corp.
1221 Avenue of the Americas
New York, New York 10020

LaSalle National Trust, N.A.            300,036 (5)             7.45%
135 South LaSalle Street
Chicago, Illinois 60603

Dimensional Fund Advisors Inc.          230,150 (6)             5.71%
1299 Ocean View, 11th Floor
Santa Monica, California  90401
_____________

(1)     The percentage calculations are based upon 4,028,532 shares of A.P.
        Green's Common Stock that were issued and outstanding as of March 24,
        1995.

(2)     The shares reported as beneficially owned are based upon information
        contained in a Schedule 13G dated February 10, 1995, which has been
        filed with the Securities and Exchange Commission.  The Schedule 13G
        states that 427,246 shares reported as beneficially owned by
        Mercantile Bancorporation Inc. are held by its subsidiary, Mercantile
        Bank of St. Louis National Association, solely in a fiduciary capacity
        as trustee of the trusts established pursuant to the A.P. Green 401(k)
        Plan and the A.P. Green Hourly Investment Plan.  Mercantile
        Bancorporation Inc. reported shared voting and investment power
        (subject to the participants' right to direct the Trustee) with regard
        to all shares held in such trusts.  In addition, subsidiaries of
        Mercantile Bancorporation Inc. hold an additional 119 shares in a
        fiduciary capacity as trustees of certain other trusts and have sole
        voting power with respect to all of such shares, and shared investment
        power with respect to 112 of such shares.  Mercantile Bancorporation
        Inc. and Mercantile Bank of St. Louis National Association have
        specifically disclaimed beneficial ownership of all shares reported in
        the Schedule 13G.

(3)     The shares reported as beneficially owned are based upon information
        contained in a Schedule 13G dated February 14, 1995, which has been
        filed with the Securities and Exchange Commission.  The Schedule 13G
        is a group filing of Quest Advisory Corp., an Investment advisor
        registered under Investment Advisors Act of 1940, and Charles M.
        Royce, an individual who may be deemed to be a controlling person.
        Quest Advisory Corp. reported sole voting and investment power with
        respect to all 312,650 shares reported.  Mr. Royce has specifically
        disclaimed beneficial ownership as to all shares reported on the
        Schedule 13G.

(4)     The shares reported as beneficially owned are based upon information
        contained in a Schedule 13G dated January 31, 1995, which has been
        filed with the Securities and Exchange Commission.  SoGen
        International Fund, Inc., an investment company registered under the
        Investment Company Act of 1940, and Societe Generale Asset Management
        Corp., an investment advisor registered under the Investment Advisors
        Act of 1940 which acts as investment advisor to SoGen International
        Fund, Inc., reported shared voting and investment power with respect
        to all 301,500 shares reported.

(5)     The shares reported as beneficially owned are based upon information
        contained in a Schedule 13G dated February 9, 1995, which has been
        filed with the Securities and Exchange Commission.  The Schedule 13G

                                       3

<PAGE>

        states that the beneficial ownership attributed to LaSalle National
        Trust, N.A. is solely in a fiduciary capacity as trustee of the trust
        established pursuant to the A.P. Green Employee Stock Ownership Plan.
        LaSalle National Trust, N.A. reported shared voting and investment
        power (subject to the participants' right to direct the Trustee) with
        regard to all shares beneficially owned.  The amount reported in the
        table does not include 125,073 additional shares held by the trust but
        allocated to the accounts of participants.  LaSalle National Trust,
        N.A. has specifically disclaimed beneficial ownership of all shares
        reported in the Schedule 13G.

(6)     The shares reported as beneficially owned are based upon information
        contained in a Schedule 13G dated January 30, 1994, which has been
        filed with the Securities and Exchange Commission.  Dimensional Fund
        Investment Advisors Inc., an investment advisor registered under the
        Investment Advisors Act of 1940, reported sole voting power with
        respect to 149,350 shares and sole investment power with regard to all
        shares beneficially owned.  In addition, Dimensional Fund Advisors
        Inc. reported that certain of its officers are also officers of DFA
        Investment Dimensions Group, Inc. and The DFA Investment Trust
        Company, each an open-end investment company registered under the
        Investment Company Act of 1940, and in such capacities have shared
        voting power with respect to 80,800 shares reported above.


                        ITEM 1.  ELECTION OF DIRECTORS

         Two Class I directors will be elected at the Annual Meeting for a
term of three years or until his successor is duly elected and qualified.  The
persons named as proxies on the accompanying Proxy Card intend to vote all
duly executed proxies received by the Board of Directors for the election of
Paul F. Hummer II and P. Jack O'Bryan as Class I directors, except as 
otherwise directed by the stockholder on the Proxy Card.  Mr. Hummer is
currently a director of A.P. Green.  If for any reason either Messrs. Hummer
or O'Bryan becomes unavailable for election, which is not now anticipated, the
persons named in the accompanying Proxy Card will vote for such substitute
nominee as designated by the Board of Directors.  The Board of Directors
recommends a vote "FOR" the election of Paul F. Hummer II and P. Jack O'Bryan
as Class I directors.

         The name, age, principal occupation or position and other
directorships with respect to Messrs. Hummer and O'Bryan and the other
directors whose terms of office will continue after the Annual Meeting is set
forth below.  Except as otherwise indicated, each of the directors has
held the position or another executive position with the same entity shown or
an affiliated entity for in excess of five years.

      CLASS I - TO BE ELECTED FOR A TERM OF THREE YEARS EXPIRING IN 1998

Paul F. Hummer II, 53 - Director since 1988; Chairman of the Board, Chief
Executive Officer and President of A.P. Green

P. Jack O'Bryan, 59 - Nominee for Director; Senior Vice President, Worldwide
Manufacturing and Technology, USG Corporation (a building materials
manufacturer which filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code in March 1993)

                  CLASS II - TO CONTINUE IN OFFICE UNTIL 1996

Daniel R. Toll, 67 - Director since 1988; Corporate and Civic Director;
Director of Brown Group, Inc., Mallinckrodt Group, Inc., Kemper Corporation,
Kemper National Insurance Company, Lincoln National Convertible Securities
Fund, Inc., Lincoln National Income Fund, Inc. and NICOR, Inc.

                  CLASS III - TO CONTINUE IN OFFICE UNTIL 1997

Donald E. Lasater, 69 - Director since 1988; Former Chairman of the Board of
Mercantile Bancorporation Inc. and Mercantile Bank of St. Louis National
Association (banking); Director of General American Life Insurance Company,
Illinois Power Company and Interco Incorporated

William F. Morrison, 57 - Director since 1993; Investor and Former Executive
Vice President of the Essex Wire Division of United Technologies Corporation
and former member of the Senior Management Council of United Technologies
Corporation

                                       4

<PAGE>
                      BOARD OF DIRECTORS AND COMMITTEES

         During 1994, the Board of Directors of A.P. Green met seven times
(once telephonically) and each of the directors whose term of office will
continue after the Annual Meeting attended not less than 75% of the meetings
of the Board of Directors and committees of which such director was a member
during 1994.

         The Board of Directors has a standing Executive Committee, Audit
Committee, and Compensation and Organization Committee.

         During 1994, the Executive Committee consisted of Paul F. Hummer II,
Donald E. Lasater, Daniel R. Toll and William F. Morrison.  The Executive
Committee exercises the authority of the Board of Directors in the management
of A.P. Green in the intervals between meetings of the full Board of Directors
subject to the restrictions imposed by law.  The Executive Committee did not
meet during 1994.

         During 1994, the members of the Audit Committee were Daniel R. Toll
(Chairman), Jack R. Janney, Donald E. Lasater and William F. Morrison.  The
Audit Committee is empowered to select and employ, subject to ratification by
the stockholders, the independent auditors of A.P. Green; to confer with such
independent auditors with regard to the scope and cost of the audit and other
services rendered by such auditors; and to review with the auditors, the
internal audit staff and management the work and the findings of each to
ensure that A.P. Green has adequate audit policies and internal controls and
complies with such policies and controls.  The Audit Committee met two times
in 1994.

         During 1994, the Compensation and Organization Committee was composed
of Donald E. Lasater (Chairman), Jack R. Janney, Daniel R. Toll and William F.
Morrison.  The Compensation and Organization Committee is authorized to review
and make recommendations to the Board of Directors regarding the salaries,
incentive compensation and bonus awards to be given corporate officers; to
administer A.P. Green's stock option and other employee benefit plans; and to 
review and make recommendations to the Board of Directors regarding the
management organization, succession and development.  The Compensation and
Organization Committee met three times during 1994.

                                DIRECTOR'S FEES

         During fiscal 1994, directors who were not also employees of A.P.
Green received an annual retainer of $16,000 and 375 shares of A.P. Green's
Common Stock in lieu of fees for meetings of the Board of Directors or
committees.  Directors were also reimbursed for expenses incurred in attending
Board or committee meetings.

         Pursuant to the Retirement Plan for Directors, A.P. Green provides
retirement benefits to any non-employee director who retires as a director of
A.P. Green or who terminates his directorship with A.P. Green due to a
disability, after serving as a director of A.P. Green for a minimum of five
years.  The benefits that are payable to each director are determined by
multiplying the annual retainer paid to directors of A.P. Green on the date of
such director's retirement or termination of service due to disability by 10%
for each year of service as an A.P. Green director, with the maximum annual
benefit for any director being 100% of the annual retainer applicable upon
such director's retirement or termination of service.  Benefits will commence
upon the later of the date that the former director attains the age of 65 or
the date that such former director ceases to be a director of A.P. Green due
to retirement or disability.  An eligible director will continue to receive
benefits under the plan during his lifetime on a quarterly basis for a maximum
of ten years.

                                       5

<PAGE>
                       SECURITY OWNERSHIP BY MANAGEMENT

         The following table indicates, as of March 24, 1995, the beneficial
ownership of A.P. Green's Common Stock by each director whose term of office
will continue after the Annual Meeting and each executive officer named in the
Summary Compensation Table, individually, and all directors and executive
officers as a group:

                                     Number of Shares
Name of Beneficial Owner            Beneficially Owned   Percent of Class (1)
- ------------------------            ------------------   --------------------
Max C. Aiken                          60,897   (2)              1.49%
Michael B. Cooney                     44,178   (2)              1.09
Paul F. Hummer II                    112,614   (2)              2.73
Donald E. Lasater                      3,000                     (4)
William F. Morrison                    1,650                     (4)
P. Jack O'Bryan                        1,050                     (4)
Lester C. Reed                        22,887   (2)               (4)
Gary L. Roberts                       37,404   (2)(3)            (4)
Daniel R. Toll                         2,250                     (4)
All directors and executive officers
  as a group (12 persons)            399,798   (2)(3)           9.23
_____________

(1)     Based upon 4,028,532 shares of A.P. Green Common Stock issued and
        outstanding as of March 24, 1995 and, for each director or executive
        officer or the group, the number of shares subject to option that
        may be acquired within 60 days upon exercise of the option.

(2)     Totals include 46,500, 37,500, 91,500, 19,500, 33,000 and 304,500
        shares subject to stock options which are presently exercisable by
        Messrs. Aiken, Cooney, Hummer, Reed, Roberts, and all directors and
        executive officers as a group, respectively, under the A.P. Green
        Long-Term Performance Plans.  Under applicable regulations of the
        Securities and Exchange Commission, the shares subject to options
        are deemed to be beneficially owned because such shares may be
        acquired within 60 days upon exercise of the option.

(3)     Includes 3,000 shares of restricted stock, granted under A.P.
        Green's Long-Term Performance Plans to Mr. Roberts and all directors
        and executive officers as a group, respectively.  Such shares are
        subject to forfeiture by the holder and reversion back to A.P.
        Green in the event such holder terminates his employment with A.P.
        Green during specified time periods.

(4)     Less than one percent.


               REPORT OF COMPENSATION AND ORGANIZATION COMMITTEE
                        REGARDING EXECUTIVE COMPENSATION

General

         A.P. Green's executive compensation program is administered by the
Compensation and Organization Committee of the Board of Directors.  During
1994, the Committee was composed of the four non-employee directors, Donald E.
Lasater (Chairman), Jack R. Janney, William F. Morrison and Daniel R. Toll.

         A.P. Green's executive compensation policy is designed and
administered to provide a competitive compensation program that will enable
A.P. Green to attract, motivate, reward and retain executives who have the
skills, education, experience and capabilities required to discharge their
duties in a competent and efficient manner.  The compensation policy is based
on the principle that the financial rewards to the executives are aligned with
the financial interests of the stockholders of A.P. Green.  In this manner,
A.P. Green will meet its ultimate responsibility to its stockholders by
striving to give a suitable long-term return on their investment through
earnings from operations and prudent management of A.P. Green's assets.

                                       6

<PAGE>

         A.P. Green's executive compensation has three separate elements
consisting of base salary, annual incentive compensation and long-term
incentive compensation.  The following is a summary of the policies underlying
each element.

Base Salary

         The Committee has determined the salary ranges for each of the
executive officer positions of A.P. Green based upon the level and scope of
the responsibilities of the office, the pay levels of similarly positioned
executive officers in manufacturing companies of comparable size to A.P. Green
and a consideration of the equities relating the salary for a particular 
executive office to the salaries of other executive offices within A.P. Green
at the same level of responsibility.  The Committee's recent practice has been
to establish a range of base salaries for particular offices at or near the
fiftieth percentile of the comparison group of companies.  The data utilized
in determining such ranges is compiled from various salary surveys that are
made available to the public by trade and industry associations, accounting
firms, compensation consultants and professional groups such as the American
Society of Corporate Secretaries.

         Prior to the Committee meeting in February of each year, the Chief
Executive Officer, after consultation with the Human Resources Department of
A.P. Green, submits to the Committee a list of recommended salary changes for
all executive officers except himself.  At such February meeting, the
Committee considers the Chief Executive Officer's recommendations with respect
to a particular officer in light of such officer's then-current salary within
the applicable range of salaries for such position, the officer's individual
performance and, where appropriate, significant changes in the officer's level
of responsibility.  The Committee considers and acts upon increases to the
base salary of the Chief Executive Officer separately in executive session.

         The Committee acts upon the recommendations of the Chief Executive
Officer in any manner it deems appropriate and authorizes the salary changes
of specified officers.  The Committee also gives the Chief Executive Officer
the discretion to implement the salary increase so authorized within a general
time frame approved by the Committee.  Actual salary increases have typically
been implemented by the Chief Executive Officer from 12 to 18 months after the
prior increase depending on A.P. Green's financial performance during such
time.


Annual Incentive Compensation

         The Committee believes that a significant portion of the executive
officers' potential compensation should be at risk and contingent upon the
Company and its operating groups achieving financial performance objectives.
To this end, each of A.P. Green's nine executive officers (as well as other 
management employees) participate in A.P. Green's Management Incentive Plan
pursuant to which such participants are eligible to receive annual cash bonus
awards.  At the beginning of each year, the Committee establishes certain
minimum financial performance objectives (typically operating income) for the
corporate, lime, international and refractories groups.  These performance
objectives are intended to provide incentives to the participating officers to
meet and exceed the financial goals for A.P. Green or the particular operating
group.  The attainment of performance objectives above the minimum levels are
assigned specified percentage values from 1% to 200%.

         In addition, a par or target bonus (expressed as a percentage of base
salary) is established by the Committee for each of the participants in the
plan based upon the executive's title, responsibility and ability to impact
A.P. Green's or the operating group's financial results.  For executive
officers other than the Chief Executive Officer, such percentages range from
30% to 40% of base salary.  The percentage determined by the actual
performance level of the relevant group to which the participant is assigned
is then factored with the par or target bonus percentage attributable to each
participant's position to determine the percentage of the participant's base
salary that will be paid as a cash bonus.

Long-Term Incentive Compensation

         The Committee believes that long-term incentive compensation is the
most direct way of tying executive compensation to increases in stockholder
value.  A.P. Green's long-term incentive programs are all stock-based, thereby

                                       7

<PAGE>

providing a means through which executive officers can build a meaningful
equity ownership in A.P. Green Common Stock.

         With the assistance of an outside compensation consultant, the
Committee reevaluated its long-term incentive programs during the latter part
of 1992 and the first part of 1993.  In the course of that review, the
Committee determined that:  (i) each individual executive officer's long-term
incentive compensation should approximate the fiftieth percentile of long-term
incentive compensation for manufacturing companies of similar size to A.P.
Green and (ii) long-term compensation tied directly to increases in share
price were appropriate for A.P. Green.

         Accordingly, in February 1993, the Committee adopted the 1993
Performance Plan, which was approved by stockholders at the Annual Meeting in
May 1993.  At the same time, the Committee also approved a grant of stock
options to executive officers.  These stock options differ from typical stock
options in that the exercisability of such options is dependent upon the
attainment of certain share price levels for A.P. Green Common Stock within a
five-year period after the grant of such options.  Specifically, 20% of the
options become exercisable when the share price of A.P. Green Common Stock
reaches each of the following levels:  $15.33; $17.00; $18.67; $20.00 and
$22.00.  To the extent that all or a portion of such options become so
exercisable prior to the expiration of five years from the date of the grant,
such options remain exercisable for ten years from the date of the grant.  To
the extent that all or a portion of such options do not become so exercisable,
such options are exercisable only for one day at the expiration of five years
from the date of the grant.

         The Committee believes that the options granted in 1993 give the
executive officers greater incentives throughout the term of the options to
strive to operate A.P. Green in a manner that directly benefits the financial
interests of the stockholders.  The options are designed to give the executive
officers a continuous incentive to meet the performance objectives necessary
to assure the appreciation of the stock price both on a long-term, as well as
a shorter term, basis.  In this manner, the Committee believes that it has
aligned the interests of the executives who are participating in the option
grant in a more direct and continuous manner to the financial return to the
stockholders.

Compensation of Chief Executive Officer

         Mr. Hummer's base salary, annual incentive compensation and long-term
incentive compensation are determined by the Committee in the same manner as
is used by the Committee for executive officers generally.  The total
compensation package for Mr. Hummer is designed to be competitive within the
industry while creating awards for short- and long-term performance in line
with the financial interests of the stockholders.  The Committee has 
established a range of total compensation for the position of Chief Executive
Officer at or near the fiftieth percentile for chief executive officers at
comparable companies.

         Because Mr. Hummer's par or target bonus is 50% of his base salary, a
substantial portion of his cash compensation for the year is, therefore,
dependent upon A.P. Green meeting or exceeding the pre-established performance
objectives.  Mr. Hummer's stock option grant under the 1993 Performance Plan
is structured in the same manner as the options for each of the other
participating executive officers and is, therefore, affected by the stock
price performance of A.P. Green Common Stock over the next four years.

         This report shall not be deemed to be incorporated by reference by
any general statement incorporating by reference the Proxy Statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that A.P. Green specifically incorporates this
information by reference.  This report shall not otherwise be deemed to be
filed under such acts.

                    COMPENSATION AND ORGANIZATION COMMITTEE

         Donald E. Lasater, Chairman            William F. Morrison
         Jack R. Janney                         Daniel R. Toll

                                       8

<PAGE>

                      COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth the compensation of the named
executive of A.P. Green for each of the last three years:



<TABLE>
                                         Summary Compensation Table
<CAPTION>
                                 Annual Compensation         Long term Compensation
                                 -------------------         ----------------------
                                                          Restricted      Securities
                                                            Stock         Underlying          All Other
Name and Principal Position   Year  Salary($)  Bonus($)  Awards ($)(1)  Options/SARs(#)  Compensation ($)(2)
- ---------------------------   ----  ---------  --------  -------------  ---------------  ------------------
<S>                           <C>   <C>        <C>            <C>        <C>                   <C>
Paul F. Hummer II,            1994  $274,600   $ 96,000       -0-           -0-/-0-            $4,516
Chairman of the Board,        1993   233,334    191,000       -0-        75,000/-0-             5,126
President and Chief Executive 1992   183,332      -0-         -0-           -0-/-0-             3,150
Officer

Max C. Aiken,                 1994   146,742     45,760       -0-           -0-/-0-             5,678
Executive Vice President      1993   138,330    103,140       -0-        30,000/-0-             3,257
                              1992   128,336      -0-         -0-           -0-/-0-             2,250

Michael B. Cooney,            1994   135,496     37,240       -0-           -0-/-0-             5,474
Senior Vice President Law/    1993   129,496     84,900       -0-        22,500/-0-             3,058
Administration and Secretary  1992   120,996      -0-         -0-           -0-/-0-             2,130

Gary L. Roberts,              1994   134,000     36,120       -0-           -0-/-0-             5,450
Vice President, Chief         1993   128,000     82,226       -0-        22,500/-0-             3,022
Financial Officer and         1992   123,000      -0-         -0-           -0-/-0-             2,205
Treasurer

Lester C. Reed,               1994   112,665     29,040       -0-           -0-/-0-             4,280
Vice President, Refractory    1993   108,333     55,440       -0-        15,000/-0-             2,558
Manufacturing                 1992   103,124      -0-         -0-           -0-/-0-             1,687
  __________________
<FN>
 
(1)     All restricted stock is subject to a five-year vesting period and the holders of the restricted
        stock receive any dividends paid on the stock during the vesting period.  As of December 31, 1994,
        the aggregate number of restricted shares held by Messrs. Hummer, Aiken, Cooney, Roberts and Reed
        was -0-, -0-, -0-, 3,000 and -0-, respectively, having an aggregate value at December 31, 1994 of
        $-0-, $-0-, $-0-, $55,500 and $-0-, respectively.

(2)     The totals set forth in this column represent the value of shares of A.P. Green Common Stock
        allocated under the A.P. Green Employee Stock Ownership Plan to the account of the named executive
        officer for the years ended December 31, 1994, 1993 and 1992.
</TABLE>

Employment Arrangements

         A.P. Green currently has separate agreements with each of Paul F.
Hummer II, Max C. Aiken, Michael B. Cooney and Gary L. Roberts under which
each would be given severance benefits in the event that his employment with
A.P. Green is "terminated" within three years of a change in control of A.P.
Green (except that in all agreements the rights to severance benefits
terminate upon reaching age 65 if it occurs before the expiration of three
years after a change in control).  Each agreement is for a term of three
years, subject to automatic extension each year for an additional year unless
A.P. Green gives a 60-day notice that the term will not be so extended, except
if there is a change in control of A.P. Green prior to such notice.  Each
agreement would require a lump-sum cash payment generally in an amount equal
to 2.99 times the officer's then-current annual base salary and then-current
full year bonus (except that such multiplier will be subject to a declining
pro rata reduction from the date of such officer's 62nd birthday until his
65th birthday, based upon the number of months left until such officer's 65th
birthday at the effective date of his termination). If payment of the
foregoing amounts and any other benefits received or receivable subject such
officer to payment of federal excise tax, the total amount payable to such
officer shall be increased by an amount sufficient to satisfy the excise tax
and the additional excise and income taxes thereon.

         "Change in control" is generally defined as the type of transaction
which would require disclosure in A.P. Green's proxy statement pursuant to the
rules and regulations of the Securities and Exchange Commission.
Specifically, "change in control" includes, but is not limited to:  (i) an
acquisition by any person of 20% or more of the combined voting power of A.P.

                                       9

<PAGE>

Green's then-outstanding voting securities; (ii) the replacement of the
majority of the existing directors during a period of two years or less; (iii)
a consolidation or merger in which A.P. Green is not the surviving corporation
or pursuant to which A.P. Green Common Stock would be converted into cash,
securities or other property; (iv) a sale, lease, exchange or other transfer
of all or substantially all of A.P. Green's assets; or (v) approval by A.P.
Green's stockholders of any plan or proposal for the liquidation or
dissolution of A.P. Green.  "Termination" generally includes any event which
severs the officer's employment relationship with A.P. Green, other than
termination due to death, disability or retirement or dismissal for cause.
The agreements provide severance benefits in the event the officer terminates
his employment for "good reason."  "Good reason" is generally defined in each
such agreement as (i) assignment of duties inconsistent with the officer's
then-current position, status or responsibilities; (ii) reduction of the
officer's then-current base salary; (iii) elimination of the officer's 
then-current participation level in A.P. Green's bonus plans or employee
benefit plans; (iv) geographic relocation of the officer; or (v) failure by
A.P. Green to obtain assumption of the agreement by any successor.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
  Option/SAR Values

         No stock options were exercised by any of the executive officers
named in the Summary Compensation Table during the fiscal year ended December
31, 1994.  The following table sets forth information concerning the
unexercised options of the executive officers named in the Summary
Compensation Table:




                                       Number of
                                       Securities
                                       Underlying        Value of Unexercised
                                       Unexercised           In-The-Money
                                       Options at         Options at Fiscal
                                   Fiscal Year-End (#)      Year-End($)(1)

                                      Exercisable/           Exercisable/
            Name                     Unexercisable          Unexercisable
- ----------------------------       -------------------   -------------------

Paul F. Hummer II  .........          91,500/30,000        $398,055/185,100

Max C. Aiken  ..............          46,500/12,000         190,905/ 74,040

Michael B. Cooney  .........          37,500/ 9,000         139,875/ 55,530

Gary L. Roberts  ...........          33,000/ 9,000         146,610/ 55,530

Lester C. Reed  ............          19,500/ 6,000         102,315/ 37,020
_________________
 
(1)     Based upon a price per share of $18.50, being the last reported 
        trading price of A.P. Green Common Stock on December 31, 1994.

                                       10

<PAGE>

Retirement Plan

         Officers and employees of A.P. Green participate in a retirement plan
(the "Retirement Plan").  In addition, A.P. Green sponsors supplemental
retirement plans (the "Supplemental Plans") which allow the payment of
benefits exceeding the maximum limits set forth in the Internal Revenue Code
of 1986, as amended (the "Code").  Under the Retirement Plan, each eligible
participant of A.P. Green will receive an annual retirement benefit based upon
such employee's highest average annualized earnings over any period of 36
consecutive months during the last 120 consecutive months of employment
immediately preceding retirement ("Final Average Compensation").  The benefits
shown in the following table as payable under the Retirement Plan and
Supplemental Plans are not subject to offset for Social Security benefits
received by the participant.

         Annual retirement benefits under the Retirement Plan and the
Supplemental Plans, assuming normal retirement at age of 65 during 1994,
payment based under the straight life annuity option, and Final Average
Compensation and credited service are set forth in the following table:

                               Years of Credited Service (2)(3)
Final Average    ------------------------------------------------------------
Compensation (1)    5       10       15       20       25       30       35
- ---------------- ------   ------   ------   ------  -------  -------  -------
 $100,000  .....  6,356   12,712   19,068   25,423   31,779   38,135   44,491
  150,000  .....  9,763   19,525   29,288   39,051   48,814   58,576   68,339
  200,000  ..... 13,170   26,339   39,509   52,678   65,848   79,018   92,187
  250,000  ..... 16,576   33,153   49,729   66,306   82,882   99,459  116,035
  300,000  ..... 19,983   39,967   59,950   79,933   99,917  119,900  139,884
  350,000  ..... 23,390   46,780   70,171   93,561  116,951  140,341  163,732
________________

(1)     Final Average Compensation under the Retirement Plan and the
        Supplemental Plans includes the employee's salary and any cash bonus
        awards under the Management Incentive Compensation Plan.  The amount
        shown in the Summary Compensation Table as salary and bonus for each
        of the five executive officers named therein is compensation for
        purposes of the Retirement Plan and the Supplemental Plans.

(2)     The credited years of service for the five executive officers named in
        the Summary Compensation Table as of December 31, 1994 are as follows:
        Mr. Hummer, 6 years; Mr. Aiken, 20 years; Mr. Cooney, 6 years; Mr.
        Roberts, 5 years; and Mr. Reed, 4 years.

(3)     The maximum amount payable under the Retirement Plan is limited by the
        Code to $118,800 annually, subject to cost-of-living increases after
        1994.  To the extent benefits under the Retirement Plan are limited by
        the Code, they will be paid under the Supplemental Plans.

                                       11

<PAGE>
                     STOCKHOLDER RETURN PERFORMANCE GRAPHS

         The following graphs compare the cumulative stockholder
returns, including the reinvestment of dividends, of A.P. Green on an indexed
basis with the S&P 500 Stock Index and an index of peer public companies
selected by A.P. Green because such companies were in one of A.P. Green's
lines of business.  The peer companies are:  Minerals Technologies Inc.
(formerly a subsidiary of Pfizer, Inc.) and Indresco, Inc. (formerly a
subsidiary of Dresser Industries, Inc.) in the refractories business; United
States Lime & Minerals, Inc. (formerly Scottish Heritable) and Dravo Corp. in
the lime business.  These were the only public companies known by A.P. Green
to be in either the refractories or the lime business during the periods
presented in the graph.

         The first graph presented below compares the total return of A.P.
Green stockholders on an annual basis to the total annual returns of the 
comparative indexes described above for the period beginning January 1, 1989
and ending December 31, 1994.  The second graph shows the total return of A.P.
Green stockholders on a quarterly basis as compared with the quarterly returns
on such indexes during 1993 and 1994.


                            [Performance Graph #1]

                            CUMULATIVE TOTAL RETURN
        Based on reinvestment of $100 beginning December 31, 1989

                               Dec-89  Dec-90  Dec-91  Dec-92  Dec-93  Dec-94
                               ------  ------  ------  ------  ------  ------
A.P. Green Industries, Inc.     $100     $52     $42     $50     $86     $90
S&P 500 (Registered Trademark)  $100     $97    $126    $136    $150    $152
Custom Composite Index
 (4 Stocks)                     $100    $114    $220    $197    $274    $272


                                       12








<PAGE>


                            [Performance Graph #2]

                            CUMULATIVE TOTAL RETURN
        Based on reinvestment of $100 beginning December 31, 1992

                Dec-92 Mar-93 Jun-93 Sep-93 Dec-93 Mar-94 Jun-94 Sep-94 Dec-94
                ------ ------ ------ ------ ------ ------ ------ ------ ------
A.P. Green 
 Industries,
 Inc.            $100   $121   $130   $147   $173   $195   $169   $174   $182
S&P 500
  (Registered
   Trademark)    $100   $104   $105   $108   $110   $106   $106   $112   $112
Custom
 Composite Index
 (4 Stocks)      $100   $115   $135   $128   $139   $125   $129   $136   $138


               ITEM 2.  RATIFICATION OF APPOINTMENT OF AUDITORS

         At the Annual Meeting, action will be taken with respect to the
ratification of the appointment of auditors for the ensuing year.  KPMG Peat
Marwick LLP served as A.P. Green's independent auditors for the year ended
December 31, 1994.  The Board of Directors has appointed KPMG Peat Marwick LLP
as auditors for A.P. Green for the current year ending December 31, 1995,
subject to ratification by the stockholders.  It is expected that a 
representative of KPMG Peat Marwick LLP will be present at the Annual Meeting
to respond to appropriate questions.  The Board of Directors recommends a vote
"FOR" the ratification of KPMG Peat Marwick LLP as independent auditors.


                            PROPOSALS OF STOCKHOLDERS

         Proposals of stockholders intended to be present at the 1996 Annual
Meeting of Stockholders must be received by the Secretary of A.P. Green by not
later than December 8, 1995 for consideration for inclusion in the Proxy
Statement and Proxy Card for that meeting.


                                OTHER MATTERS

         As of the date of this Proxy Statement, the Board of Directors of
A.P. Green does not intend to present, nor has it been informed that other
persons intend to present, any matters for action at the Annual Meeting, other
than those specifically referred to herein.  If, however, any other matters
should properly come before the Annual Meeting, it is the intention of the 
persons named on the Proxy Card to vote the shares represented thereby in
accordance with their judgment as to the best interest of A.P. Green on such
matters.



                                          PAUL F. HUMMER, II
                                          Chairman of the Board, President
                                            and Chief Executive Officer

April 7, 1995

                                       13

<PAGE>



                                   Appendix

                          A.P. GREEN INDUSTRIES, INC.
                   PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                 May 11, 1995

     The undersigned hereby appoints P.F. HUMMER II, D.R. TOLL and M.B.
COONEY, and each of them, with or without the others, proxies, with full power
of substitution to vote as designated below, all shares of stock of A.P. Green
Industries, Inc. (the "Corporation") that the undersigned signatory hereof is
entitled to vote at the Annual Meeting of Stockholders of the Corporation to
be held at The Empire Club located off of Teal Lake Road in Mexico, Missouri,
on Thursday, May 11, 1995, at 10:00 a.m., and all adjournments thereof, all in
accordance with and as more fully described in the Notice and accompanying
Proxy Statement for such meeting, receipt of which is hereby acknowledged.

1.     Election of Directors

       [ ] FOR all nominees listed below   [ ] WITHHOLD AUTHORITY to vote for
           (except as written to the           the nominees listed below
            contrary below)

                    PAUL F. HUMMER II and P. JACK O'BRYAN

   (INSTRUCTION:  To withhold authority to vote for any individual nominee
           write that nominee's name in the space provided below.)

______________________________________________________________________________


2.     To ratify the appointment of KPMG Peat Marwick LLP as the Corporation's
       auditors for the year ending December 31, 1995.

             [ ] FOR            [ ] AGAINST             [ ] ABSTAIN


3.     To transact any and all other business which may properly come before
       the meeting or any adjournment thereof.
                             (continued, and to be signed, on the other side)

<PAGE>

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S).  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED AND "FOR" THE
RATIFICATION OF KPMG PEAT MARWICK LLP AS THE CORPORATION'S AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 1995.

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                              SIGN
                              HERE____________________________________________
                                  (Please sign exactly as name appears hereon)

                              SIGN
                              HERE____________________________________________
                                  Executors, administrators, trustees, etc.
                                  should so indicate when signing

                              Dated___________________________________________

<PAGE>


                          A.P. GREEN INDUSTRIES, INC.
                   PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                 May 11, 1995

     The undersigned hereby appoints LASALLE NATIONAL TRUST, N.A., AS TRUSTEE
OF THE A.P. GREEN INDUSTRIES, INC. EMPLOYEE STOCK OWNERSHIP PLAN, as proxy, to
vote as designated below, all shares of stock of A.P. Green Industries, Inc.
(the "Corporation") that the undersigned signatory hereof is entitled to vote
at the Annual Meeting of Stockholders of the Corporation to be held at The
Empire Club located off of Teal Lake Road in Mexico, Missouri, on Thursday,
May 11, 1995, at 10:00 a.m., and all adjournments thereof, all in accordance
with and as more fully described in the Notice and accompanying Proxy
Statement for such meeting, receipt of which is hereby acknowledged.

1.     Election of Directors

       [ ] FOR all nominees listed below   [ ] WITHHOLD AUTHORITY to vote for
           (except as written to the           the nominees listed below
            contrary below)

                    PAUL F. HUMMER II and P. JACK O'BRYAN

   (INSTRUCTION:  To withhold authority to vote for any individual nominee
           write that nominee's name in the space provided below.)

______________________________________________________________________________


2.     To ratify the appointment of KPMG Peat Marwick LLP as the Corporation's
       auditors for the year ending December 31, 1995.

             [ ] FOR             [ ] AGAINST             [ ] ABSTAIN


3.     To transact any and all other business which may properly come before
       the meeting or any adjournment thereof.
                             (continued, and to be signed, on the other side)

<PAGE>

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S).  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED AND "FOR" THE
RATIFICATION OF KPMG PEAT MARWICK LLP AS THE CORPORATION'S AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 1995.

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                              SIGN
                              HERE____________________________________________
                                  (Please sign exactly as name appears hereon)

                              SIGN
                              HERE____________________________________________
                                  Executors, administrators, trustees, etc.
                                  should so indicate when signing

                              Dated___________________________________________

<PAGE>




                          A.P. GREEN INDUSTRIES, INC.
                   PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
                                 May 11, 1995

     The undersigned hereby appoints MERCANTILE BANK OF ST. LOUIS NATIONAL
ASSOCIATION, AS TRUSTEE OF THE A.P. GREEN INDUSTRIES, INC. 401(K) PLAN AND THE
A.P. GREEN INDUSTRIES, INC. HOURLY INVESTMENT PLAN, as proxy, to vote as
designated below, all shares of stock of A.P. Green Industries, Inc. (the
"Corporation") that the undersigned signatory hereof is entitled to vote at
the Annual Meeting of Stockholders of the Corporation to be held at The Empire
Club located off of Teal Lake Road in Mexico, Missouri, on Thursday, May 11,
1995, at 10:00 a.m., and all adjournments thereof, all in accordance with and
as more fully described in the Notice and accompanying Proxy Statement for
such meeting, receipt of which is hereby acknowledged.

1.     Election of Directors

       [ ] FOR all nominees listed below   [ ] WITHHOLD AUTHORITY to vote for
           (except as written to the           the nominees listed below
            contrary below)

                    PAUL F. HUMMER II and P. JACK O'BRYAN

   (INSTRUCTION:  To withhold authority to vote for any individual nominee
           write that nominee's name in the space provided below.)


______________________________________________________________________________


2.     To ratify the appointment of KPMG Peat Marwick LLP as the Corporation's
       auditors for the year ending December 31, 1995.

             [ ] FOR             [ ] AGAINST             [ ] ABSTAIN


3.     To transact any and all other business which may properly come before
       the meeting or any adjournment thereof.
                             (continued, and to be signed, on the other side)

<PAGE>

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S).  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED AND "FOR" THE
RATIFICATION OF KPMG PEAT MARWICK LLP AS THE CORPORATION'S AUDITORS FOR THE
YEAR ENDING DECEMBER 31, 1995.

         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                              SIGN
                              HERE____________________________________________
                                  (Please sign exactly as name appears hereon)

                              SIGN
                              HERE____________________________________________
                                  Executors, administrators, trustees, etc.
                                  should so indicate when signing

                              Dated___________________________________________

<PAGE>




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission