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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. 4)
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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. 4 ("Amendment No. 4") 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, and an Amendment No. 3 to Schedule 14D-9, dated March 20,
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 2, 1998, Purchaser issued a press release which announced the
extension of the Offer to 5:00 p.m., EST, on April 17, 1998, unless further
extended. Purchaser also announced that it had been advised by Harris Trust
and Savings Bank, the Depositary for the Offer, that as of 5:00 p.m., EST,
on Thursday, April 2, 1998, approximately 7.4 million shares of common
stock of the Company had been validly tendered and not withdrawn,
representing approximately 92% of the outstanding Common Stock of the
Company. 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 8 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 8 Press Release, dated April 2, 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 3, 1998
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Exhibit Index
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Exhibit 8 Press Release, dated April 2, 1998.
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Exhibit 8
[GLOBAL INDUSTRIAL TECHNOLOGIES, INC. LOGO]
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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
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GLOBAL INDUSTRIAL TECHNOLOGIES EXTENDS ITS
TENDER OFFER FOR A.P. GREEN INDUSTRIES
DALLAS, TEXAS (April 2, 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 April 17, 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., EST, on Thursday, April
2, 1998, approximately 7.4 million shares of common stock of A.P. Green had been
validly tendered and not withdrawn, representing approximately 92% of the
outstanding shares of common stock of A.P. Green. The shares tendered include
926,885 shares tendered pursuant to Notices of Guaranteed Delivery.
Global previously announced that it received a request for additional
information from the Federal Trade Commission on March 31, 1998. Global
believes that this request is not unusual for a transaction of this nature and
it intends to comply with this request expeditiously.
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.
