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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)
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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)
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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. 9 ("Amendment No. 9") 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, an Amendment No. 4 to Schedule 14D-9, dated April 3, 1998, an Amendment
No. 5 to Schedule 14D-9, dated April 20, 1998, an Amendment No. 6 to Schedule
14D-9, dated May 4, 1998, an Amendment No. 7 to Schedule 14D-9, dated May 18,
1998, and an Amendment No. 8 to Schedule 14D-9, dated June 1, 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 June 12, 1998, Purchaser issued a press release which announced the
extension of the Offer to 5:00 p.m., ET, on Friday, June 26, 1998, unless
further extended. Purchaser also announced that it had been advised by the
Depositary that as of 5:00 p.m., ET, on Thursday, June 11, 1998, approximately
6.7 million shares of Common Stock had been validly tendered and not
withdrawn, representing approximately 83% 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
13 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:
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<C> <S>
Exhibit 13 Press Release, dated June 12, 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.
/s/ Michael B. Cooney
By: _________________________________
Name: Michael B. Cooney
Title: Senior Vice President-Law/
Administration and Secretary
Dated: June 15, 1998
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EXHIBIT 13
[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 (JUNE 12, 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, June 26, 1998.
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,
June 11, 1998, approximately 6.7 million shares of common stock of A. P. Green
had been validly tendered and not withdrawn, representing approximately 83% 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. To resolve
concerns raised by the Staff of the Commission relating to the supply of silica
refractory materials, Global has made a proposal to the Commission pursuant to
which Global would agree to sell, on terms that would be subject to prior
Commission approval, the A. P. Green silica refractory materials business,
including A. P. Green's silica refractory materials plant in Lehi, Utah. Under
Global's proposal, Global would be able to close its tender offer for A. P.
Green shares and sell the silica refractory materials business later (with
customary provisions in the event Global cannot sell the silica refractory
materials business in the time and on the terms that would be specified).
Although Global believes that the Commission will find its proposal acceptable,
the Commission must review the proposal and decide whether to accept it, and
there can be no assurance that Commission approval will be granted. Global
understands that Commission review will occur over the next few weeks.
# # #
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.
