GREEN A P INDUSTRIES INC
SC 14D1/A, 1998-04-01
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. 5)

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

                           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. 5 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 10.  ADDITIONAL INFORMATION.

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

(b)-(c)  On April 1, 1998, Purchaser issued a press release which announced that
         Purchaser had received a request from the FTC for additional
         information in connection with the FTC's review of the required
         findings under the HSR Act made by Purchaser and the Company in
         connection with the Offer. The foregoing description of the press
         release is qualified in its entirerty by reference to a copy of the
         press release which is attached hereto as Exhibit (a)(14) 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)(14)  Press Release, dated April 1, 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 1, 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)(14)


[GLOBAL INDUSTRIAL TECHNOLOGIES, INC. LOGO]


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

                   GLOBAL INDUSTRIAL TECHNOLOGIES RECEIVES FTC
                       REQUEST FOR ADDITIONAL INFORMATION

DALLAS, TEXAS (APRIL 1, 1998) -- Global Industrial Technologies, Inc. (NYSE:
GIX) announced today that it has received a request from the Federal Trade
Commission for additional information in connection with the FTC's review of the
required filings under the Hart-Scott-Rodino Antitrust Improvements Act made by
Global Industrial Technologies and A.P. Green Industries, Inc. (NYSE: APK) in
connection with Global Industrial Technologies' cash tender offer for all of the
outstanding common shares of A.P. Green, which was previously announced on March
4, 1998.

The effect of the FTC's request is to extend the waiting period under the HSR
Act during which the tender offer may not be consummated for an additional 10
days after the receipt by the FTC of all additional information requested. In
addition to the expiration or termination of the waiting period under the HSR
Act, the consummation of the tender offer is subject to the satisfaction of
certain other customary conditions precedent.

The tender offer is currently scheduled to expire at 12:00 midnight, EST, on
Thursday, April 2, 1998, unless extended. It is anticipated that the tender
offer period will be extended.

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


                                      -1-

<PAGE>



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.


                                       -2-



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