GREEN A P INDUSTRIES INC
SC 14D1/A, 1998-04-17
STRUCTURAL CLAY PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
       PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 7)

                               -------------------

                           A.P. GREEN INDUSTRIES, INC.
                            (NAME OF SUBJECT COMPANY)

                              BGN ACQUISITION CORP.
                      GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
                                    (BIDDERS)

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                        (INCLUDING THE ASSOCIATED RIGHTS)
                         (Title of Class of Securities)

                                    393059100
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                             GRAHAM L. ADELMAN, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                      GLOBAL INDUSTRIAL TECHNOLOGIES, INC.
                          2121 SAN JACINTO, SUITE 2500
                               DALLAS, TEXAS 75201
                                 (214) 953-4500

                                   COPIES TO:

                              JAMES C. MORPHY, ESQ.
                               SULLIVAN & CROMWELL
                                125 BROAD STREET
                            NEW YORK, NEW YORK 10004
                                 (212) 558-4000
           (NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED
           TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER)




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<PAGE>


         This Amendment No. 7 amends and supplements the information set forth
in the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by
BGN Acquisition Corp. (the "Merger Sub") and Global Industrial Technologies,
Inc. ("Purchaser") on March 6, 1998, as amended, with respect to shares of
Common Stock, par value $1.00 per share (the "Common Stock"), of A.P. Green
Industries, Inc. (the "Company"). Unless otherwise indicated, the capitalized
terms used herein shall have the meanings specified in the Schedule 14D-1, as
amended, including the Offer to Purchase filed as Exhibit (a)(1) thereto.

ITEM 10.  ADDITIONAL INFORMATION.

Item 10 is hereby amended and supplemented by adding thereto the following:

(f)       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
          the Depositary 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 (a)(16) and is
          incorporated by reference herein.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended and supplemented by adding thereto the following:

(a)(16)  Press Release, dated April 17, 1998.


<PAGE>


                                    SIGNATURE

         After due 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.

Date:  April 17, 1998



                          GLOBAL INDUSTRIAL TECHNOLOGIES, INC.


                          BY: /S/ GRAHAM L. ADELMAN
                              ------------------------------------
                              Name:  Graham L. Adelman
                              Title: Senior Vice President, General Counsel
                                      and Secretary


                          BGN ACQUISITION CORP.


                          BY: /S/ GRAHAM L. ADELMAN
                              ------------------------------------
                              Name:  Graham L. Adelman
                              Title: Senior Vice President





                                                                EXHIBIT (a)(16)


[GLOBAL INDUSTRIAL TECHNOLOGIES, INC. LOGO]


FOR IMMEDIATE RELEASE
INVESTOR CONTACT:  GEORGE PASLEY                    MEDIA CONTACT:  LARRY NANCE
V.P. COMMUNICATIONS                               MANAGER, CORPORATE RELATIONS/
214-953-4510                                                    PUBLIC AFFAIRS
WEB SITE:  PRNEWSWIRE.COM/GIX                                     214-953-4518


                   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., EST, on Friday, May 1, 1998, unless further extended.

Global announced that it has been advised by Harris Trust & Savings Bank, the
Depositary for the tender offer, that as of 5:00 p.m., EST, 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 announced previously 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


<PAGE>


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.

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