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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. 12)
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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. 12 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 26, 1998, Purchaser issued a press release which announced the
extension of the Offer to 5:00 p.m., ET, on Tuesday, June 30, 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
15, 1998, approximately 6.8 million shares of Common Stock had been
validly tendered and not withdrawn, representing approximately 84% of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)(21) 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)(21) Press Release, dated June 26, 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 26, 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)(21)
[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 26, 1998) -- Global Industrial Technologies, Inc.
(NYSE: GIX) announced today that it is extending its cash tender offer for all
of the outstanding shares of common stock of A.P. Green Industries, Inc. (NYSE:
APK) until 5:00 p.m., ET, on Tuesday, June 30, 1998. Global has been informed
that the Federal Trade Commission has accepted for public comment the proposal
Global made to resolve concerns identified by the FTC Staff, as described in
Global's earlier release. The FTC has also granted early termination of the
Hart-Scott-Rodino waiting period applicable to Global's purchase of shares of
A.P. Green.
Global also 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
25, 1998, approximately 6.8 million shares of common stock of A.P. Green had
been validly tendered and not withdrawn, representing approximately 84% of the
outstanding shares of common stock of A.P. Green.
# # #
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 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.
