SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 13, 1997
A.P. GREEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16452 43-0899374
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
Green Boulevard
Mexico, Missouri 65265
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (573) 473-3626
<PAGE>
Item 5. Other Events
On November 13, 1997, the Board of Directors of A.P. Green
Industries, Inc. (the "Company") declared a dividend distribution of one
Preferred Stock Purchase Right (collectively, the "Rights") for each outstanding
share of common stock, $1.00 par value (the "Common Stock"), of the Company
(other than shares held in the Company's treasury). The dividend distribution is
payable to the stockholders of record at the close of business on January 7,
1998 (the "Record Date"). Except as set forth below, each Right, when
exercisable, entitles the registered holder to purchase from the Company one
one-hundredth of a share of a new series of voting preferred stock, designated
as Series B Junior Participating Preferred Stock, $1.00 par value (the
"Preferred Stock"), at a price of $45.00 per one one-hundredth of a share (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Right
Certificates will be distributed. Until the earlier of (i) ten days following
the first to occur of (a) a public announcement that, without the prior written
consent of the Board of Directors of the Company, a person or group of
affiliated or associated person other than the Company, a subsidiary of the
Company or any employee benefit plan of the Company or a subsidiary of the
Company (an "Acquiring Person") has acquired, or obtained the right to acquire,
outstanding shares of Common Stock of the Company representing 20% or more of
the voting power of the Company or (b) the date on which the Company first has
notice or otherwise determines that a person has become an Acquiring Person (the
"Stock Acquisition Date") or (ii) ten days following the commencement or
announcement of an intention to make a tender offer or exchange offer, without
the prior written consent of the Board of Directors of the Company, for
outstanding shares of such Common Stock representing 20% or more of the voting
power of the Company (the earlier of the dates in clause (i) or (ii) above being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Company's Common Stock certificates outstanding as of and after the
Record Date (other than shares held in the Company's treasury), by such Common
Stock certificates. The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Company's Common
Stock. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), new Common Stock certificates issued after the Record
Date, upon transfer, new issuance or issuance from the Company's treasury of the
Company's Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any of the
Company's Common Stock certificates outstanding as of and after the Record Date
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the Distribution Date and such separate
certificates alone will then evidence the Rights.
Notwithstanding the above, a person will not be deemed to be
an Acquiring Person if such person: (x) becomes the owner of outstanding shares
of the Common Stock of the Company representing 20% or more of the voting power
of the Company by means of an acquisition of shares of Common Stock directly
from the Company if such acquisition is approved by a majority of the Directors
of the Company who are not Acquiring Persons or affiliates or associates of
Acquiring Persons and who were members of the Company's Board of Directors prior
to the Stock Acquisition Date (the "Continuing Directors") (unless such Person
was an Acquiring Person prior to such acquisition); (y) becomes the owner of
Common Stock representing 20% or more of the voting power of the Company
-2-
<PAGE>
following an acquisition of the Company's voting securities by the Company,
unless such person subsequently acquires additional voting securities of the
Company (other than by means of a stock dividend, stock split, recapitalization
or similar event); or (z) has become an Acquiring Person inadvertently and
divests promptly a number of voting securities so as to no longer be an
Acquiring Person.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on January 6, 2008, unless earlier redeemed or exchanged
by the Company, as described below.
The Purchase Price payable, the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of the Rights and
the number of Rights outstanding are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon the
distribution to holders of Preferred Stock of rights or warrants to subscribe
for shares of Preferred Stock or securities convertible into Preferred Stock at
less than the then current market price of the Preferred Stock, or (iii) upon
the distribution to holders of Preferred Stock of evidences of indebtedness,
cash or assets (excluding regular periodic cash dividends out of earnings or
retained earnings or dividends payable in Preferred Stock) or of convertible
securities subscription rights or warrants (other than those referred to above).
In the event that, following the Distribution Date, the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation or in which the Common Stock
is exchanged or changed or 50% or more of the Company's assets or earning power
is sold (in one transaction or a series of transactions), proper provision shall
be made so that each holder of a Right shall thereafter have the right to
receive, in lieu of shares of Preferred Stock, upon the exercise of the Right
and payment of the Purchase Price, that number of shares of common stock of the
surviving or purchasing company (or, in certain cases, one of its affiliates)
which at the time of such transaction would have a market value of two times the
Purchase Price (such right being called the "Merger Right").
In the event that any person shall become an Acquiring Person
and subject to the availability of Common Stock, proper provision shall be made
so that each holder of a Right will thereafter have the right to receive, in
lieu of shares of Preferred Stock, upon exercise that number of shares (or
fractional shares) of Common Stock having a market value of two times the
Purchase Price, subject to the availability of a sufficient number of treasury
shares or authorized but unissued shares (such right being called the
"Subscription Right"). The holder of a Right will continue to have the Merger
Right unless and until such holder exercises the Subscription Right.
Any Rights that are beneficially owned by an Acquiring Person
or an Affiliate or an Associate of an Acquiring Person will become null and void
upon the occurrence of any of the events giving rise to the exercisability of
the Merger Right or the Subscription Right and any holder of such Rights will
have no right to exercise such Rights from and after the occurrence of such an
event insofar as they relate to the Merger Right or the Subscription Right.
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares will be issued. In lieu of
fractional shares, an adjustment in cash will be made based on the market price
of the Preferred Stock or the Common Stock as the case may be on the last
trading date prior to the date of exercise.
-3-
<PAGE>
At any time prior to a Person becoming an Acquiring Person or
January 6, 2008, the Company's Board of Directors may elect to redeem the Rights
in whole, but not in part, at a price of $.001 per Right. Additionally, the
Continuing Directors may redeem the outstanding Rights in whole, but not in
part, at a price of $.001 per Right and prior to an event giving rise to the
Merger Right (i) following a change in a majority of the Directors of the
Company or (ii) following the Stock Acquisition Date, provided that either (a)
the Acquiring Person reduces its beneficial ownership to less than 20% of the
voting power of the Company in a manner satisfactory to the Continuing Directors
and there are no more Acquiring Persons, or (b) such redemption is incidental to
a merger or other business combination involving the Company but not involving
the Acquiring Person. Immediately upon the action of the Board of Directors
electing to redeem the Rights, the Company shall make announcement thereof, and
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.
At any time after a Person becomes an Acquiring Person but
prior to such time that any Person becomes the beneficial owner of 50% or more
of the outstanding shares of the Company's Common Stock, the Company may elect
to effect a full or partial exchange of Rights for the Company's Common Stock at
an initial exchange ratio of one share of Common Stock for each Right exchanged.
Alternatively, the Company may elect to effect the exchange of Rights using
Preferred Stock at an initial exchange ratio of one one-hundredth of a share of
Preferred Stock for each Right exchanged.
The Preferred Stock purchasable upon exercise of the Rights
will be non-redeemable and junior to any other series of preferred stock the
Company may issue (unless otherwise provided in the terms of such stock). Each
share of Preferred Stock will have a preferential dividend in an amount equal to
the greater of $.05 per share or 100 times any dividend declared on each share
of Common Stock. In the event of liquidation, the holders of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $.25 or 100
times the payment made per each share of Common Stock. Each one one-hundredth of
a share of Preferred Stock will have one vote, voting together with the shares
of Common Stock. In the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged, each share of Preferred Stock
will be entitled to receive 100 times the amount and type of consideration
received per share of Common Stock. The rights of the Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral multiples of one one-hundredth of a share
of Preferred Stock will be issuable; however, the Company may elect to
distribute depositary receipts in lieu of such fractional shares. In lieu of
fractional shares other than fractions that are multiples of one one-hundredth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The foregoing description of the Rights is qualified in its
entirety by reference to the Rights Agreement, a copy of which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference
herein.
-4-
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
--------
Item Exhibit
4.1 Rights Agreement, dated as of November 13, 1997,
between A. P. Green Industries, Inc. and Harris
Trust and Savings Bank, filed as Exhibit 1 to the
Company's Registration Statement on Form 8-A,
dated January 2, 1998, is incorporated herein by
reference.
99.1 Press Release, dated January 6, 1998.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: January 5, 1998
A.P. GREEN INDUSTRIES, INC.
By:/s/Paul F. Hummer, II
--------------------------------------
Paul F. Hummer, II
Chairman of the Board, Chief Executive
Officer and President
-6-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 Rights Agreement, dated as of November 13, 1997, between A. P.
Green Industries, Inc. and Harris Trust and Savings Bank,
filed as Exhibit 1 to the Company's Registration Statement on
Form 8-A, dated January 2, 1998, is incorporated herein by
reference.
99.1 Press Release, dated January 6, 1998.
<PAGE>
Exhibit 99.1 to Form 8-K
[Letterhead of A. P. Green Industries, Inc.]
FOR IMMEDIATE RELEASE Tuesday, January 6, 1998
CONTACT: Gary L. Roberts
Vice President, Chief Financial
Officer and Treasurer
(573) 473-3626
Morgen-Walke Associates:
June Filingeri, John Blackwell
Media Contact: Stan Froelich
(212) 850-5600
A.P. GREEN INDUSTRIES, INC. ADOPTS
STOCKHOLDER RIGHTS PLAN
Mexico, Missouri, January 6, 1998 - A.P. Green Industries, Inc. (NYSE: APK)
announced today that its Board of Directors has adopted a Stockholder Rights
Plan pursuant to which preferred stock purchase rights will be distributed as a
dividend at the rate of one Right for each share of A.P. Green's outstanding
Common Stock held as of the close of business on January 7, 1998. The Rights
will replace existing preferred stock purchase rights which will expire on
January 6, 1998.
Each Right will entitle stockholders to buy one one-hundredth of a share of
a newly designated Series B Junior Participating Preferred Stock of A.P. Green
at an exercise price of $45.00, subject to certain adjustments. The Rights will
generally be exercisable only if a person or group acquires beneficial ownership
of 20% or more of A.P. Green's outstanding Common Stock (without the approval of
the Board of Directors) or commences a tender or exchange offer upon
consummation of which a person or group would beneficially own 20% or more of
A.P. Green's outstanding Common Stock. In the event that a person or group does
acquire beneficial ownership of 20% or more of A.P. Green's outstanding Common
Stock, each Right will entitle its holders to purchase, in lieu of the Preferred
Stock, at the Right's then-current exercise price shares of common stock of A.P.
Green having a market value equal to twice the then-current exercise price of
the Rights.
<PAGE>
In addition, if A.P. Green is involved in a merger or other business combination
transaction with any person after which its Common Stock does not remain
outstanding, or if A.P. Green sells 50% or more of its assets or earning power
to any person, each Right will entitle its holder to purchase, in lieu of the
Preferred Stock of A.P. Green, at the Right's then-current exercise price,
shares of common stock of such other person having a market value equal to twice
the then-current exercise price of the Rights.
The Board of Directors may, under certain circumstances, redeem the Rights
at $.001 per Right. The Rights will expire after ten years. Details of the
Stockholders Rights Plan are outlined in a letter which will be mailed to all
stockholders.
Paul F. Hummer, Chairman of the Board, President and Chief Executive
Officer of A.P. Green Industries, Inc., commented, "The Board's continuation of
the Stockholder Rights Plan reflects its existing pledge to protect stockholders
against coercive and abusive takeover tactics that might be used in an attempt
to gain control of A.P. Green without paying all stockholders a fair price for
their shares. It is not a response to any specific offer or threat to A.P.
Green. The Stockholder Rights Plan is intended to encourage anyone attempting to
acquire A.P. Green to first negotiate with the Board of Directors, and to
thereby enable all of the Company's stockholders to realize the long-term value
of their investment in A.P. Green."
A.P. Green Industries, Inc., headquartered in Mexico, Missouri, mines,
processes, manufactures and distributes specialty minerals and mineral-based
products, including industrial lime products and refractories, in both the
United States and international markets. The Company operates 23 plants in the
United States, Canada, Mexico, the United Kingdom and Indonesia.
-2-
<PAGE>
