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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
__________________________________
A. P. GREEN INDUSTRIES, INC.
(Name of Subject Company)
A. P. GREEN INDUSTRIES, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE
$1.00 PER SHARE
(Title of Class of Securities)
393059100
(CUSIP Number of Class of Securities)
MICHAEL B. COONEY, ESQ.
SENIOR VICE PRESIDENT - LAW/ADMINISTRATION AND SECRETARY
A. P. GREEN INDUSTRIES, INC.
GREEN BOULEVARD
MEXICO, MISSOURI 65265
(573) 473-3626
(Name, address and telephone number of person authorized to receive
notice and communication on behalf of the person(s) filing statement)
_______________
With a Copy to:
ROBERT M. LAROSE, ESQ.
THOMPSON COBURN
ONE MERCANTILE CENTER
ST. LOUIS, MISSOURI 63101
(314) 552-6000
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This Amendment No. 5 ("Amendment No. 5") amends and supplements the
information set forth in the Solicitation/Recommendation Statement Pursuant
to Section 14(d)(4) of the Securities Exchange Act of 1934 on Schedule 14D-9
(the "Schedule 14D-9") filed by and mailed to the stockholders of A. P. Green
Industries, Inc. (the "Company") on March 6, 1998, with respect to shares of
Common Stock, par value $1.00 per share, of the Company, including the
associated rights to purchase the Company's Series B Junior Participating
Preferred Stock issued pursuant to the Rights Agreement, dated as of November
13, 1997, as amended by that certain First Amendment to Rights Agreement,
dated as of March 5, 1998, between the Company and Harris Trust and Savings
Bank, as Rights Agent. The Schedule 14D-9 was amended pursuant to an
Amendment No. 1 to Schedule 14D-9, dated March 10, 1998, an Amendment No. 2
to Schedule 14D-9, dated March 17, 1998, an Amendment No. 3 to Schedule
14D-9, dated March 20, 1998, and an Amendment No. 4 to Schedule 14D-9, dated
April 3, 1998. Unless otherwise indicated, the capitalized terms used herein
shall have the meanings specified in the Schedule 14D-9, as amended.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding thereto the following:
On April 17, 1998, Purchaser issued a press release which announced the
extension of the Offer to 5:00 p.m., ET, on May 1, 1998, unless
further extended. Purchaser also announced that it had been advised
by Harris Trust and Savings Bank, Depositary for the Offer, that as of
5:00 p.m., ET, on Thursday, April 16, 1998, approximately 6.2 million
shares of Common Stock had been validly tendered and not withdrawn,
representing approximately 77% of the outstanding Common Stock. The
foregoing description of the press release is qualified in its
entirety by reference to a copy of the press release which is attached
hereto as Exhibit 9 and is incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the following:
Exhibit 9 Press Release, dated April 17, 1998.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
A. P. GREEN INDUSTRIES, INC.
By: /s/ Michael B. Cooney
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Name: Michael B. Cooney
Title: Senior Vice President-Law/Administration
and Secretary
Dated: April 20, 1998
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EXHIBIT 9
[GLOBAL INDUSTRIAL TECHNOLOGIES, INC. LOGO]
-----------------------------------------
FOR IMMEDIATE RELEASE
INVESTOR CONTACT: GEORGE PASLEY MEDIA CONTACT: LARRY NANCE
V.P. COMMUNICATIONS MANAGER, CORPORATE RELATIONS/PUBLIC
AFFAIRS
214-953-4510 214-953-4518
WEB SITE: PRNEWSWIRE.COM/GIX
GLOBAL INDUSTRIAL TECHNOLOGIES EXTENDS ITS
TENDER OFFER FOR A. P. GREEN INDUSTRIES
DALLAS, TEXAS (APRIL 17, 1998) -- Global Industrial Technologies, Inc.
(NYSE: GIX) announced today that its cash tender offer for all of the
outstanding shares of common stock of A. P. Green Industries, Inc. (NYSE:
APK) has been extended to 5:00 p.m., ET, on Friday, May 1, 1998, unless
further extended.
Global announced that it has been advised by Harris Trust and Savings Bank,
the Depositary for the tender offer, that as of 5:00 p.m., ET, on Thursday,
April 16, 1998, approximately 6.2 million shares of common stock of
A. P. Green had been validly tendered and not withdrawn, representing
approximately 77% of the outstanding shares of common stock of A. P. Green.
Global previously announced that it received a request for additional
information from the Federal Trade Commission on March 31, 1998. Global is
currently in the process of complying with this request and is seeking to do
so as promptly as possible. Global believes this request is not unusual for
a transaction of this nature and intends to complete its tender offer for
A. P. Green as promptly as practical.
Global Industrial Technologies is a major manufacturer of technologically
advanced industrial products that support high-growth markets around the
world. Its Harbison-Walker subsidiary operates 15 refractory plants in five
countries, including the United States, Canada, Mexico, Chile and Germany.
# # #
Statements the Company may publish, including those in this announcement,
that are not strictly historical are "forward-looking" statements under the
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although the Company believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it can give
no assurance that its expectations will be realized. Forward-looking
statements involve known and unknown risks which may cause the Company's
actual results and corporate developments to differ materially from those
expected. Factors that could cause results and developments to differ
materially from the Company's expectations include, without limitation,
changes in manufacturing and shipment schedules, delays in completing plant
construction and acquisitions, currency exchange rates, new product and
technology developments, competition within each business segment, cyclicity
of the markets for the products of a major segment, litigation, significant
cost variances, the effects of acquisitions and divestitures, and other risks
described from time to time in the Company's SEC reports including quarterly
reports on Form 10-Q, annual reports on Form 10-K and reports on Form 8-K.