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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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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This Amendment No. 4 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, 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 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Item 9 is hereby amended and supplemented by adding thereto the following:
The information set forth in Section 8 of the Offer to Purchase has
been amended by the addition of the following information:
"Set forth below are the Company's unaudited consolidated statements of
earnings for the years ended December 31, 1996 and 1997 and the
three-month periods ended December 31, 1996 and 1997. More
comprehensive financial information concerning the Company (including
management's discussion and analysis of financial condition and results
of operation) will be included in the Company's 1997 Annual Report on
Form 10-K, which the Company expects to file with the SEC on or before
March 31, 1998. Reference is hereby made to the consolidated financial
statements, including the notes thereto, contained in the Company's
Annual Report to Stockholders for the year ended December 31, 1996, as
amended by Form 10-K/A, filed February 2, 1998. The following
information is qualified in its entirety by reference to such reports
and other documents and all of the financial information and notes
contained therein.
<TABLE>
<CAPTION>
A.P. GREEN INDUSTRIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
THREE MONTHS ENDED TWELVE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
--------------------- -----------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 70,542 $62,741 $277,907 $258,461
Cost of sales 57,691 52,842 227,851 214,353
--------- --------- --------- ---------
Gross profit 12,851 9,899 50,056 44,108
Expenses and other income
Selling & administrative expenses 9,600 9,072 37,445 36,087
Interest expense 833 768 3,297 3,112
Interest income (227) (370) (958) (1,255)
Minority interest in loss of partnerships (120) (50) (329) (127)
Other income, net (335) 50 (535) (542)
--------- --------- --------- ---------
Earnings before income taxes 3,100 429 11,136 6,833
Income tax expense 1,147 89 3,943 2,396
Equity in net income of affiliates (1,021) (57) (1,194) (436)
Minority interest in income of consolidated
subsidiaries, net 69 62 319 201
--------- --------- --------- ---------
Net earnings $ 2,905 $ 335 $ 8,068 $ 4,672
--------- --------- --------- ---------
Net earnings per common share
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Basic $0.36 $0.04 $1.00 $0.58
--------- --------- --------- ---------
Net earnings per common share
Diluted $0.34 $0.04 $0.98 $0.57
--------- --------- --------- ---------
Weighted average shares outstanding
Basic 8,060,540 8,021,508 8,041,266 8,037,710
Weighted average shares outstanding
Diluted 8,435,355 8,215,072 8,269,275 8,216,616
</TABLE>
In the course of the discussions between Company management and Purchaser
relating to the Offer and the Merger Agreement, Purchaser was provided with
certain projections prepared by Company management. The projections
indicated: (i) estimated net sales of the Company of $296 million, $324
million and $344 million for 1998, 1999 and 2000, respectively; (ii)
estimated operating margins (earnings from operations divided by net sales)
of the Company of 5.3%, 5.7% and 5.9% for 1998, 1999 and 2000,
respectively; and estimated primary earnings per share for the Company of
$1.12, $1.24 and $1.38 for 1998, 1999 and 2000, respectively.
The Company has advised Purchaser that (A) historically, it has not, as a
matter of course, made public forecasts as to future revenues or profits,
and (B) the foregoing projections were based on estimates and assumptions
that are inherently subject to significant economic and competitive
uncertainties, all of which are difficult to predict and many of which are
beyond the Company's control. Accordingly, there can be no assurance that
the projected results can be realized or that actual results will not be
materially higher or lower than those projected. The projections were not
prepared with a view to public disclosure or compliance with the published
guidelines of the SEC or the guidelines established by the American
Institute of Public Accountants regarding projections or forecasts. None of
the Company, Purchaser or the Merger Sub or their respective advisors
assumes any responsibility for the accuracy of the projections. The
inclusion of the foregoing projections should not be regarded as an
indication that the Company, Purchaser, the Merger Sub or any other person
who received such information considers it an accurate prediction of future
events. Neither the Company nor Purchaser intends to update, revise or
correct such projections if they become inaccurate (even in the short
term). No comparable projections have been prepared by the Company
incorporating results of operations for periods following the date upon
which the projections described above were prepared. If updated projections
were prepared by Company management, such projections could contain
financial results more or less favorable than the projections described
above.
Statements contained herein concerning the Company's future revenues,
profitability and earnings are forward-looking statements. The Company's
actual results and future opportunities may vary materially from those
projected in the forward-looking statements due to risks and uncertainties
that exist in the Company's operations and business environment, including,
but not limited to: economic conditions in the Company's domestic and
international markets; delivery delays or defaults by customers;
performance issues with key suppliers and subcontractors; the Company's
successful execution of internal operating plans; collective bargaining
labor disputes; and general industry-wide business trends."
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the following:
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(e) The Company has negotiated an agreement in principle to settle the lawsuit
brought by the Plaintiff in the Liebhard Action. Subject to the negotiation
and execution of definitive agreements, including mutually acceptable
releases, pursuant to such agreement in principle: (i) the Company will
mail to the stockholders of the Company as soon as practicable a
supplemental disclosure statement containing the information contained in
Item 9, above; and (ii) Mack G. Nichols, James M. Stolze, William F.
Morrison, Daniel Toll, Paul Hummer II, P. Jack O'Bryan, the Company,
Purchaser and the Merger Sub will reimburse the Plaintiff for attorneys'
fees and expenses, as awarded by the court, in an aggregate amount of
$180,000.
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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: March 24, 1998
Global Industrial Technologies, Inc.
BY: /S/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: Senior Vice President, General Counsel
and Secretary
BGN ACQUISITION CORP.
By: /S/ GRAHAM L. ADELMAN
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Name: Graham L. Adelman
Title: Senior Vice President