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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. 11)
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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. 11 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 (the "Common Stock"), 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:
(f) On June 12, 1998, Purchaser issued a press release which announced the
extension of the Offer to 5:00 p.m., ET, on Friday, June 26, 1998,
unless further extended. Purchaser also announced that it had been
advised by the Depositary that as of 5:00 p.m., ET, on Thursday, June
11, 1998, approximately 6.7 million shares of Common Stock had been
validly tendered and not withdrawn, representing approximately 83% of
the outstanding Common Stock. 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 (a)(20) 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)(20) Press Release, dated June 12, 1998.
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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: June 12, 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
EXHIBIT (a)(20)
[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 EXTENDS ITS
TENDER OFFER FOR A.P. GREEN INDUSTRIES
DALLAS, TEXAS (JUNE 12, 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., ET, on Friday, June 26, 1998.
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., ET, on Thursday, June 11,
1998, approximately 6.7 million shares of common stock of A.P. Green had been
validly tendered and not withdrawn, representing approximately 83% of the
outstanding shares of common stock of A.P. Green.
Global previously announced that it received a request for additional
information from the Federal Trade Commission on March 31, 1998. To resolve
concerns raised by the Staff of the Commission relating to the supply of silica
refractory materials, Global has made a proposal to the Commission pursuant to
which Global would agree to sell, on terms that would be subject to prior
Commission approval, the A.P. Green silica refractory materials business,
including A.P. Green's silica refractory materials plant in Lehi, Utah. Under
Global's proposal, Global would be able to close its tender offer for A.P. Green
shares and sell the silica refractory materials business later (with customary
provisions in the event Global cannot sell the silica refractory materials
business in the time and on the terms that would be specified). Although Global
believes that the Commission will find its proposal acceptable, the Commission
must review the proposal and decide whether to accept it, and there can be no
assurance that Commission approval will be granted. Global understands that
Commission review will occur over the next few weeks.
# # #
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
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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.
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