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
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<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.
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<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
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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
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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>