<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 14D-9
SUPPLEMENT TO
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
----------------
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. 3 ("Amendment No. 3") 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 and mailed to the stockholders of A.P. Green
Industries, Inc. (the "Company") on March 6, 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. The Schedule 14D-9 was amended pursuant to an Amendment
No. 1 to Schedule 14D-9, dated March 10, 1998, and an Amendment No. 2 to
Schedule 14D-9, dated March 17, 1998. Unless otherwise indicated, the
capitalized terms used herein shall have the meanings specified in the
Schedule 14D-9, as amended.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented by adding thereto the following:
The following additional information relative to the Offer and the Merger
has been provided by the Company:
(a) RECENT FINANCIAL RESULTS.
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.
2
<PAGE>
A. P. GREEN INDUSTRIES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE INFORMATION)
<TABLE>
<CAPTION>
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
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>
3
<PAGE>
(b) CERTAIN PROJECTIONS.
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 (iii) 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 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, 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 in this Amendment No. 3 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.
(c) PENDING SETTLEMENT.
The Company has negotiated an agreement in principle to settle the
lawsuit brought by Paul Liebhard, 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 Items 8(a) and (b), 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 Merger Sub will reimburse the
Plaintiff for attorneys' fees and expenses, as awarded by the court, in an
aggregate amount of $180,000.
4
<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.
A. P. GREEN INDUSTRIES, INC.
/s/ Michael B. Cooney
By: _________________________________
Name: Michael B. Cooney
Title: Senior Vice President-
Law/Administration
and Secretary
Dated: March 20, 1998
5
