GREEN A P INDUSTRIES INC
SC 14D9/A, 1998-03-17
STRUCTURAL CLAY PRODUCTS
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<PAGE>
 
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                        
                       ----------------------------------
                                        
                                SCHEDULE 14D-9
                                        
               Solicitation/Recommendation Statement Pursuant to
            Section 14(d)(4) of the Securities Exchange Act of 1934
                               (Amendment No. 2)
                       ----------------------------------
                                        
                          A.P. Green Industries, Inc.
                           (Name of Subject Company)

                          A.P. Green Industries, Inc.
                     (Name of Person(s) Filing Statement)


                            COMMON STOCK, PAR VALUE
                                $1.00 PER SHARE
                        (Title of Class of Securities)

                                   393059100
                     (CUSIP Number of Class of Securities)

                                        
                            MICHAEL B. COONEY, ESQ.
           Senior Vice President - Law/Administration and Secretary
                         A. P. Green Industries, Inc.
                                Green Boulevard
                            Mexico, Missouri  65265
                                (573) 473-3626

      (Name, address and telephone number of person authorized to receive
     notice and communication on behalf of the person(s) filing statement)

                                ---------------
                                        
                                With a Copy to:

                            ROBERT M. LAROSE, ESQ.
                                Thompson Coburn
                             One Mercantile Center
                           St. Louis, Missouri 63101
                                (314) 552-6000

================================================================================

                                       
<PAGE>
 
     This Amendment No. 2 amends and supplements the information set forth in
the Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934 on Schedule 14D-9 (the "Schedule 14D-9") filed
by A.P. Green Industries, Inc. (the "Company") on March 6, 1998, as amended by
Amendment No. 1 to the Schedule 14D-9, dated March 10, 1998, with respect to
shares of Common Stock, par value $1.00 per share, of the Company, including the
associated rights to purchase the Company's Series B Junior Participating
Preferred Stock issued pursuant to the Rights Agreement, dated as of November
13, 1997, as amended by that certain First Amendment to Rights Agreement, dated
as of March 5, 1998, between the Company and Harris Trust and Savings Bank, as
Rights Agent. Unless otherwise indicated, the capitalized terms used herein
shall have the meanings specified in the Schedule 14D-9.

Item 8.   Additional Information to be Furnished.

Item 8 is hereby amended and supplemented by adding thereto the following:

     On March 10, 1998, the Plaintiff filed an Amended Class Action Complaint
     (the "Amended Complaint") against 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 in the Court of Chancery in the State of
     Delaware in and for New Castle County (the "Court of Chancery"). Plaintiff
     purports to bring the Amended Complaint on behalf of all common
     stockholders of the Company (the "Class") and seeks the certification of
     Plaintiff as representative of the Class. In the Amended Complaint,
     Plaintiff alleges that (i) the Schedule 14D-9 fails to disclose material
     information, (ii) the Tender Offer Statement on Schedule 14D-1 filed by
     Merger Sub and Purchaer on March 6, 1998 fails to disclose certain "vital"
     information, (iii) the Company fails to disclose in the Schedule 14D-9 the
     rationale for not seeking competing bids, (iv) the fairness opinion
     delivered to the Company by Credit Suisse First Boston fails to disclose
     relevant information and does not validate the transaction, (v) certain
     individual defendants have substantial conflicts with the Class, (vi) the
     Board of Directors failed to act in an informed manner and to maximize
     shareholder value and (vii) Purchaser knowingly aided and abetted the Board
     of Directors' breach of fiduciary duty. The Amended Complaint seeks (i)
     injunctive relief enjoining the defendants from proceeding with the Offer
     and the Merger, (ii) in the event that the Offer and the Merger are
     consummated, the recission of such transactions or the award of rescissory
     damages, (iii) the award of compensatory damages against the defendants and
     (iv) the Plaintiff's costs and disbursements. Also on March 10, 1998, the
     Plaintiff filed a Motion for Preliminary Injunction seeking to (i)
     preliminarily enjoin the defendants from consummating the Offer and (ii)
     requiring defendants to supplement the materials sent to the stockholders
     of the Company. Also on March 10, 1998, the Plaintiff filed a Motion for
     Expedited Proceedings seeking a hearing prior to April 2, 1998.

     The foregoing descriptions of the Amended Complaint, the Motion for
     Preliminary Injunction and the Motion for Expedited Proceedings are
     qualified in their entirety by reference to the Amended Complaint and such
     Motions, copies of which are attached hereto as Exhibit 7 and are
     incorporated herein by reference.

                                       2
<PAGE>
 
Item 9.   Material to be Filed as Exhibits.

Item 9 is hereby amended and supplemented by adding thereto the following:

Exhibit 7  Amended Class Action Complaint, Motion for Preliminary Injunction and
           Motion for Expedited Proceedings in Paul Liebhard v. Mack G. Nichols,
           James M. Stolze, William F. Morrison, Daniel Toll, Paul Hummer II, P.
           Jack O'Bryan, A.P. Green Industries, Inc., Global Industrial
           Technologies, Inc. and BGN Acquisition Corp., filed in the Delaware
           Court of Chancery on March 10, 1998.

                                       3
<PAGE>
 
     After reasonable 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.


Dated: March 17, 1998                   A. P. GREEN INDUSTRIES, INC.



                                        By: /s/ Michael B. Cooney
                                            -----------------------
                                        Name:   Michael B. Cooney
                                        Title:  Senior Vice President
                                                Law/Administration
                                                and Secretary

                                       4
<PAGE>
 
                                 EXHIBIT INDEX



Exhibit 7      Amended Class Action Complaint, Motion for Preliminary Injunction
               and Motion for Expedited Proceedings in Paul Liebhard v. Mack G.
               Nichols, James M. Stolze, William F. Morrison, Daniel Toll, Paul
               Hummer II, P. Jack O'Bryan, A.P. Green Industries, Inc., Global
               Industrial Technologies, Inc. and BGN Acquisition Corp., filed in
               the Delaware Court of Chancery on March 10, 1998.

                                       5

<PAGE>
 
                                                                       EXHIBIT 7
                                                                                


IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                         IN AND FOR NEW CASTLE COUNTY

- ---------------------------------------
PAUL LIEBHARD,
                                      :

               Plaintiff,             :


     v.                               :


MACK G. NICHOLS, JAMES M. STOLZE,     :
WILLIAM F. MORRISON, DANIEL TOLL,      C.A. No. 16220-NC
PAUL HUMMER II, P. JACK O'BRYAN,      :
A.P. GREEN INDUSTRIES, INC., GLOBAL
INDUSTRIAL TECHNOLOGIES, INC. and     :
BGN ACQUISITION CORP.;
                                      :

               Defendants.
- ---------------------------------------


                        AMENDED CLASS ACTION COMPLAINT
                        ------------------------------

          Plaintiff alleges upon information and belief, except for paragraph 1
hereof, which is alleged upon knowledge, as follows:

1.   Plaintiff brings this action pursuant to Rule 23 of the Rules of the Court
of Chancery as a Class action on behalf of all persons, other than defendants
and those in privity with them who own the common stock of A.P. Green
Industries, Inc. ("Green" or the "Company").

2.   Plaintiff has been the owner of the common stock of Green since prior to
the transaction herein complained of and continuously to date.

3.   Green is a corporation duly organized and existing under the laws of the
State of Delaware. The Company mines, processes, makes and distributes specialty
minerals and mineral based products.

<PAGE>
 
4.   Defendant Global Industrial Technologies, Inc. ("Global") is a Delaware
corporation based in Dallas, Texas and is engaged in the mining and processing
of minerals and makes refractory products.  Global also manufactures pneumatic
and electric tools, flanges and mining equipment.

5.   Defendant BGN Acquisition Corp., is a Delaware Corporation and a wholly
owned subsidiary of Global.

6.   Defendant Paul Hummer, II, is Chairman of the Board, President and Chief
Executive Officer of Green.

7.   Defendants Mack G. Nichols, James M. Stolze, William F. Morrison, Daniel
Toll, and P. Jack O'Bryan are Directors of Green.

8.   The Individual Defendants are in a fiduciary relationship with Plaintiff
and the other public stockholders of Green and owe them the highest obligations
of good faith and fair dealing.

                                 CLASS ACTION ALLEGATIONS
                                 ------------------------

9.   Plaintiff brings this action on its own behalf and as a class action,
pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of all
common stockholders of the Company (except the defendants herein and any person,
firm, trust, corporation, or other entity related to or affiliated with any of
the defendants) and their successors in interest, who are or will be threatened
with injury arising from defendants' actions as more fully described herein.

10.  This action is properly maintainable as a class action because:

     a.  The class is so numerous that joinder of all members is impracticable.
As of March 21, 1997, there were approximately 8,024,000 shares of Green common
stock outstanding owned by hundreds, if not thousands, of record and beneficial,
holders;

     b.  There are questions of law and fact which are common to the class
including, inter alia, the following: (i) whether defendants have breached their
fiduciary and other common law duties owed


                                       2
<PAGE>
 
by them to plaintiff and the members of the class; and (ii) whether the class is
entitled to injunctive relief or damages as a result of the wrongful conduct
committed by defendants.

     c.  Plaintiff is committed to prosecuting this action and has retained
competent counsel experienced in litigation of this nature.  The claims of the
plaintiff are typical of the claims of other members of the class and plaintiff
has the same interests as the other members of the class.  Plaintiff will fairly
and adequately represent the class.

     d.  Defendants have acted in a manner which affects plaintiff and all
members of the class alike, thereby making appropriate injunctive relief and/or
corresponding declaratory relief with respect to the class as a whole.

     e.  The prosecution of separate actions by individual members of the Class
would create a risk of inconsistent or varying adjudications with respect to
individual members of the Class, which would establish incompatible standards of
conduct for defendants, or adjudications with respect to individual members of
the Class which would, as a practical matter, be dispositive of the interests of
other members or substantially impair or impede their ability to protect their
interests.

                            SUBSTANTIVE ALLEGATIONS
                            -----------------------

11.  The primary portion of Green's business centers on processing material to
build refractories - heat resistant coatings - for makers of steel, aluminum,
glass and other products.  Additionally, the Company is also engaged in the
mining and processing of lime products.  The Company is engaged in a very
cyclical and economically sensitive business and the Company's fortunes
generally lag the overall economy by approximately six months.

12.  The Company's recent financial results have been exceptional. On February
12, 1998, Green issued a press release announcing its financial results for the
fourth quarter and year ended December 31, 1997. For the fourth quarter of 1997,
net sales increased 12.4% to $70.5 million from $62.7 million in

                                       3
<PAGE>
 
the 1996 fourth quarter and gross profit increased 29.8% to $12.9 million
compared with $9.9 million in the fourth quarter of 1996. Additionally, net
earnings grew substantially to $2,905,000, or $0.34 per share, compared with
$335,000, or $0.04 per share, in the fourth quarter of 1996. The press release
also reported that "[f]or the full year period, net sales rose 7.5% to $277.9
million versus $258.5 million in 1996 and gross profit was up to 13.5% to $50.1
million compared to $44.1 million at year-end 1996. Net earnings for 1997
increased to $8.1 million, or $0.98 per share, diluted, compared to $4.7
million, or $0.57 per share, diluted, in 1996."

13.  The Company's recent surge in revenues and income reflect the expansion
taking place in basic industries throughout the world. As a result, Green's
stock price has steadily surged from $12-5/8 on February 11, 1998, the day
before its earnings announcement, to $17-11/16, on March 3, 1998, the day before
the proposed transaction was announced.

                         GLOBAL ACTS TO ACQUIRE GREEN
                         ----------------------------

14.  On March 4, 1998, Green and Global announced that they had entered into a
definitive merger agreement whereby Global will acquire Green in a transaction
valued at $195 million (the "Merger"). Under the terms of the transaction as
presently proposed, BGN will commence a cash tender offer for all of Green's
outstanding common shares at a price of $22 per share. Following the tender
offer, the company will be merged into BGN pursuant to which the Company will
become a wholly owned subsidiary of Global. Shares of Green not tendered will be
converted by merger into the right to receive $22 per share.

15.  On or about March 9, 1998, Defendants mailed to Green's shareholders a
Solicitation/Recommendation Statement on 14D-9 (the "14D-9") purportedly
describing, inter alia, the merger transaction, the history of the negotiations
between the companies, the opinion of Green's financial advisor and certain
other purportedly relevant information.

                                       4
<PAGE>
 
16.  The 14D-9 fails to disclose material information necessary for Green
shareholders to make an informed decision. As noted above in paragraph 12, on
February 12, 1998, Green announced its financial and operating results for the
fourth quarter and year ended December 31, 1997. However, the most recent
financial information for the Company in the Tender Offer Statement on Schedule
14D-1 (the "14D-1") is operating results for the nine months ended September 30,
1997. The failure to include the more recent financial information in the 14D-9
is inexcusable in light of the fact that Global's financial results for its
fiscal year ended October 31, 1997 and for the first fiscal quarter ended
January 31, 1998 are contained in the 14D-1. Green shareholders are being asked
to make an irrevocable decision regarding their investment in Green on the basis
of incomplete information.

17.  Moreover, the 14D-1 only provides a cursory summary of the Company's
projected earnings per share for 1998, 1999 and 2000. No meaningful or detailed
information is provided to the Company's public shareholders, although Global
"was provided with certain financial information and projections prepared by
Company management." This information is vital to the ability of Green's
shareholders to properly evaluate the $22 per share buy-out price, but has not
been shared in any fashion with Green's shareholders, in the 14D-9 or otherwise.

                   DEFENDANTS FAIL TO DISCLOSE THE RATIONALE
                        FOR NOT SEEKING COMPETING BIDS
                   -----------------------------------------

18.  Attached to the 14D-9 is a letter dated March 2, 1998, from Credit Suisse
First Boston ("CSFB"), Green's financial advisor, to the Company's Board of
Directors (the "fairness opinion") opining that the proposed transaction is fair
to Green's public shareholders from a financial point of view. The fairness
opinion states:

          In connection with our engagement, two parties (one of which was the
          Acquiror) were identified by the Company's management as most likely
          to have the greatest strategic interest in and largest potential cost
          savings to be achieved through a combination with the Company. These
          parties were approached to solicit indications of interest in a
          possible

                                       5
<PAGE>
 
          acquisition of the Company and preliminary discussions were conducted
          with each of these parties prior to the date hereof. We did not
          approach any other parties to solicit possible indications of interest
          in acquiring the Company.

19.  Since no information is provided concerning the potential value to be
received in competing bids, investors are unable to properly consider the Merger
because they have no way of knowing if the Merger price is low in relation to
what Green could receive in an open market auction or, at the very least, by
soliciting other bids. Defendants fail to disclose the Company's purported
rationale in directing its financial advisor not to conduct a formal auction and
to limit the universe of potential buyers to the two companies chosen by Green's
management.

                THE FAIRNESS OPINION FAILS TO DISCLOSE RELEVANT
               INFORMATION AND DOES NOT VALIDATE THE TRANSACTION
               -------------------------------------------------

20.  The fairness opinion recites a litany of various documents relied on by
CSFB in rendering the fairness opinion, including "publicly available business
and financial information", and "financial forecasts provided to (CSFB) by the
Company." Yet none of this information is provided to shareholders in the 14D-9
or accounted for in the fairness opinion.

21.  Furthermore, neither the 14D-9 nor the fairness opinion contains a
discussion of the various financial analysis presumably performed by CSFB. The
14D-9 and the fairness opinion are silent with respect to what valuation
methodologies were employed by CSFB in rendering its fairness opinion and
whether there was any deviation from standardized investment banking practices.
Accordingly, Green shareholders cannot determine from these materials what the
intrinsic value of the shares is and why the proposed acquisition by Global is
preferable to other alternatives or is fair.

                        THE INDIVIDUAL DEFENDANTS HAVE
                     SUBSTANTIAL CONFLICTS WITH THE CLASS
                     ------------------------------------

22.  The merger agreement creates disabling conflicts of interest by conferring
extraordinary benefits

                                       6
<PAGE>
 
on the individual defendants and certain members of the Company's senior
management. The merger agreement provides that all options, whether presently
exercisable or not, will be canceled in exchange for a lump sum cash payment.
However, defendant Hummer may elect to convert options for 75,000 shares of
Green stock into options for 105,375 shares of Global stock. Additionally,
defendant Hummer and certain members of senior management have been rewarded
with Severance Enhancement Agreements, which provide for lump sum cash payments
ranging from one half to 2.99 times the officers then-current annual base salary
and full year bonuses in case of termination.

                 DEFENDANTS HAVE FAILED TO ACT IN AN INFORMED
                   MANNER AND TO MAXIMIZE SHAREHOLDER VALUE
                   ----------------------------------------

23.  By entering into the Merger agreement with Global, the Green Board has
initiated a process to sell the Company which imposes heightened fiduciary
responsibilities and requires enhanced scrutiny by the Court.  However, the
terms of the proposed transaction were not the result of an auction process or
active market check; they were arrived at without a full and thorough
investigation by the Individual Defendants; and they are intrinsically unfair
and inadequate from the standpoint of the Green shareholders.

24.  The Individual Defendants failed to make an informed decision, as no market
check of the Company's value was obtained.  In agreeing to the Merger, the
individual Defendants failed to properly inform themselves of Green's highest
transactional value.

25.  The Individual Defendants have violated the fiduciary duties owed to the
public shareholders of Green.  The Individual Defendants  agreement to the terms
of the transaction, its timing, and the failure to auction the Company and
invite other bidders, and defendants' failure to provide a market check
demonstrate a clear absence of the exercise of due care and of loyalty to
Green's public shareholders.

26.  The Individual Defendants' fiduciary obligations under these circumstances
require them to:

                                       7
<PAGE>
 
     a.  Undertake an appropriate evaluation of Green's net worth as a
merger/acquisition candidate; and

     b.  Engage in a meaningful auction with third parties in an attempt to
obtain the best value for Green's public shareholders.

27.  The Individual Defendants have breached their fiduciary duties by reason of
the acts and transactions complained of herein, including their decision to
merge with Global without making the requisite effort to obtain the best offer
possible.

28.  Plaintiff and other members of the Class have been and will be damaged in
that they have not and will not receive their fair proportion of the value of
Green's assets and business, and will be prevented from obtaining fair and
adequate consideration for their shares of Green common stock.

29.  The consideration to be paid to class members in the proposed Merger is
unfair and inadequate because, among other things:

     a.  The intrinsic value of Green's common stock is materially in excess of
the amount offered for those securities in the Merger giving due consideration
to the anticipated operating results, net asset value, cash flow, and
profitability of the Company;

     b.  The Merger price is not the result of an appropriate consideration of
the value of Green because the Green Board approved the proposed Merger without
undertaking steps to accurately ascertain Green's value through open bidding or
at least a "market check mechanism" and;

     c.  By entering into the agreement with Global, the Individual Defendants
have allowed the price of Green stock to be capped, thereby depriving plaintiff
and the Class of the opportunity to realize any increase in the value of Green
stock.

30.  By reason of the foregoing, each member of the Class will suffer
irreparable injury and damages absent injunctive relief by this Court.

                                       8
<PAGE>
 
                        GLOBAL IS AN AIDER AND ABETTOR
                        ------------------------------

31.  Global has knowingly aided and abetted the breaches of fiduciary duty
committed by the Individual Defendants. Global has agreed to the favorable
treatment of options held by Green's directors and senior management to assure
their agreement and cooperation in and to a transaction which will not maximize
value for Green shareholders. Global has so agreed to enable it to acquire Green
at the lowest possible price although the favorable treatment of employee and
directorial options has necessarily injected personal motives into the
negotiations and compromised the undivided loyalty which the Individual
Defendants owe to Green's public shareholders.

32.  Plaintiff and other members of the Class have no adequate remedy at law.

          WHEREFORE, plaintiff and members of the Class demand judgment against
defendants as follows:

     a.   Declaring that this action is properly maintainable as a class action
          and certifying plaintiff as the representative of the Class;

     b.   Preliminary and permanently enjoining defendants and their counsel,
          agents, employees and all persons acting under, in concert with, or
          for them, from proceeding with, consummating, or closing the proposed
          transaction;

     c.   In the event that the proposed transaction is consummated, rescinding
          it and setting it aside, or awarding rescissory damages to the Class;

     d.   Awarding compensatory damages against defendants, individually and
          severally, in an amount to be determined at trial, together with
          prejudgment and post-judgment interest at the maximum rate allowable
          by law, arising from the proposed transaction;

     e.   Awarding plaintiff its costs and disbursements and reasonable
          allowances for fees of plaintiff's counsel and experts and
          reimbursement of expenses; and

                                       9
<PAGE>
 
     f.   Granting plaintiff and the Class such other and further relief as the
          Court may deem just and proper.


Dated:  March 10, 1998

               ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.



               By:
                   --------------------------------------
               Suite 1401, Mellon Bank Center
               P.O. Box 1070
               Wilimington, DE  19899-1070
               (302) 656-4433
               Attorney for Plaintiff



OF COUNSEL:

BERNSTEIN LIEBARD & LIFSHITZ
274 Madison Avenue
New York, NY  10016
(212) 779-1414

                                      10
<PAGE>
 
               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                         IN AND FOR NEW CASTLE COUNTY


- ---------------------------------
PAUL LIEBHARD,
                                    :

               Plaintiff,           :


     v.                             :


MACK G. NICHOLS, JAMES M. STOLZE,   :
WILLIAM F. MORRISON, DANIEL TOLL,      C.A. No. 16220-NC
PAUL HUMMER II, P. JACK O'BRYAN,    :
A.P. GREEN INDUSTRIES, INC., GLOBAL
INDUSTRIAL TECHNOLOGIES, INC. and   :
BGN ACQUISITION CORP.;
                                    :

               Defendants.

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


                       MOTION FOR PRELIMINARY INJUNCTION
                       ---------------------------------

          Plaintiff hereby moves, pursuant to Court of Chancery Rule 65, for an
Order:

1.   Preliminarily enjoining defendants and all persons acting in concert with
them from proceeding with, consummating or otherwise closing the tender offer by
BGN Acquisition Corp. (the "Tender Offer") for all of the issued and outstanding
shares of A.P. Green Industries, Inc. ("Green"); and

2.   Requiring defendants to supplement their materials furnished to Green's
shareholders in connection with the Tender Offer by disclosing all material
facts and correcting the omissions described in Plaintiff's Amended Class Action
Complaint in this action.

          The grounds for this Motion are set forth in Plaintiff's Amended Class
Action Complaint and will be more fully set forth in plaintiff's opening brief
and other papers to be filed in support of this motion.


<PAGE>
 
                                       ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.



                                       By:______________________________________
                                          Suite 1401, Mellon Bank Center
                                          P.O. Box 1070
                                          Wilmington, DE  19899-1070
                                          (302) 656-4433
                                          Attorneys for Plaintiff



OF COUNSEL

BERNSTEIN LIEBHARD & LIFSHITZ
274 Madison Avenue
New York, NY  10016



                                       2
<PAGE>
 
               IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                         IN AND FOR NEW CASTLE COUNTY



- - - - - - - - - - - - - - - - - - - - x
PAUL LIEBHARD,

                                     :

               Plaintiff,            :

     v.                              :


MACK G. NICHOLS, JAMES M. STOLZE,  :
WILLIAM F. MORRISON, DANIEL TOLL,      C.A. No. 16220-NC
PAUL HUMMER II, P. JACK O'BRYAN,     :
A.P. GREEN INDUSTRIES, INC., GLOBAL
INDUSTRIAL TECHNOLOGIES, INC. and  :
BGN ACQUISITION CORP.;

                                     :

               Defendants.

- - - - - - - - - - - - - - - - - - - - x



                       MOTION FOR EXPEDITED PROCEEDINGS
                       --------------------------------

          Plaintiff, by his attorneys, respectively moves the Court to schedule
his Motion for Preliminary Injunction, served and filed herewith, for a hearing
prior to April 2, 1998, the presently scheduled date for the closing of the
tender offer (the "Tender Offer") by BGN Acquisition Corp. ("BGN") for all the
issued and outstanding shares of A.P. Green Industries, Inc. ("Green") at $22
per share.  As grounds for this Motion, plaintiff represents as follows:

1.   Plaintiff alleges that he is a stockholder of Green.  He brings this action
on behalf of all Green stockholders, contending that the defendant directors of
Green, aided and abetted by Global Industrial Technologies, Inc ("Global"),
BGN's parent, have breached their fiduciary duties to plaintiff and the proposed
class by failing to take appropriate steps to ascertain the best transaction
available to Green's shareholders; thereby failing to make informed judgments
concerning Global's acquisition of Green; and by failing to include in materials
disseminated to Green's shareholders in connection with the Tender Offer
information material to the decision facing Green's shareholders of whether or
not to tender their
<PAGE>
 
shares. These allegations are particularized in Plaintiff's Amended Class Action
Complaint, served and filed on March 10, 1998 (the "Complaint").

2.   Among other things, the Complaint alleges that BGN's Tender Offer Circular
("14D-1") and Green's Solicitation/Recommendation Statement on 14D-9 ("14D-9"),
which are dated March 6, 1998, but which were not electronically accessible
until March 9, 1998 and were not publicly available in hard copy until March 10,
1998, omit material information in a number of respects:

     a.  neither the 14D-1 nor the 14D-9 contains any information on Green's
financial and operating results for the fourth quarter and year ended December
31, 1997, even though that information has been available since February 12,
1998.

     b.  the 14D-9 fails to offer any reason why Green's financial advisor,
Credit Suisse First Boston ("CSFB"), was not requested to and did not solicit
from more than one party interest in a potential business combination with
Green; and

     c.  the 14D-9 fails to disclose information on which CSFB based its
fairness opinion, including management-prepared internal analyses and forecasts;

     d.  the 14D-9 fails to disclose what valuation methodologies CSFB employed
in rendering its fairness opinion.

3.   In short, the Complaint alleges that Green's shareholders are being denied
the opportunity to make an informed judgment on the Tender Offer and that the
individual defendants have failed in their duty to maximize shareholder value in
a change of control transaction. Accordingly, plaintiff seeks a preliminary
injunction against completion of the Tender Offer. This Court has previously
held that lack of complete information in connection with a Tender Offer and
loss of the opportunity to obtain the best available transaction in a change of
control context can constitute irreparable injury sufficient to warrant
preliminary injunctive relief. See, e.g., Joseph v. Shell Oil Company, Del. Ch.,
482 A.2d 335 (1984); Paramount Communications v. QVC Network, Del. Supr., 637
A.2d 34 (1993).

                                       2
<PAGE>
 
4.   Since the Tender Offer is scheduled to close on April 2, 1998, plaintiff
requests that the Court hear his preliminary injunction motion sufficiently
prior to that date to permit a decision and Order if the Court is persuaded the
Tender Offer should be enjoined.

5.   Plaintiff has not previously applied for this relief.
 
          WHEREFORE, plaintiff respectfully requests the Court to enter an Order
in the form attached hereto.


                                ROSENTHAL, MONHAIT, GROSS & GODDESS, P.A.



                                By:
                                    ---------------------------------------
                                    Suite 1401, Mellon Bank Center
                                    P.O. Box 1070
                                    Wilmington, DE  19899-1070
                                    (302) 656-4433
                                    Attorneys for Plaintiff


OF COUNSEL

BERNSTEIN LIEBHARD & LIFSHITZ
274 Madison Avenue
New York, NY  10016

                                       3


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