GREEN A P INDUSTRIES INC
SC 14D1/A, 1998-03-24
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. 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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<PAGE>



         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




<PAGE>



    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:




<PAGE>



(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.








<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:  March 24, 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











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