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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)
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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. 13 -- Final Amendment (the "Final Amendment") amends
and supplements and constitutes the final amendment to 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 1. SECURITY AND SUBJECT COMPANY.
Item 1 is hereby amended and supplemented by adding thereto the following:
The Offer terminated at 5:00 p.m., ET, on Tuesday, June 30, 1998.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by adding thereto the following:
As soon as practicable, Purchaser (i) intends to seek to procure the
making of an application to the NYSE for the Shares to be delisted from the NYSE
and (ii) will take measures to cause the registration of the Shares under the
Exchange Act to be terminated.
ITEM 6. INTERESTS IN SECURITIES IN THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by adding thereto the following:
Purchaser owns 7,648,680 Shares, which represents approximately 95% of
the outstanding Shares. As of 9:00 a.m., ET, on July 1, 1998, a total of 10,942
Shares had been tendered pursuant to Notices of Guaranteed Delivery. The
information contained in Purchaser's press release dated July 1, 1998, a copy of
which is filed hereto as Exhibit (a)(22), is incorporated by reference herein.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 is hereby amended and supplemented by adding thereto the following:
(f) On July 1, 1998, Purchaser issued a press release which announced the
expiration of the Offer at 5:00 p.m., ET, on June 30, 1998. Purchaser also
announced that it had been advised by the Depositary that as of 9:00 a.m.,
ET, on July 1, 1998, approximately 7.6 million shares of Common Stock of
the Company had been validly tendered and not withdrawn, representing
approximately 95% of the outstanding Common Stock of the Company. The
shares tendered include 10,942 shares pursuant to Notices of Guaranteed
Delivery. 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)(22) and is incorporated by reference herein.
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended and supplemented by adding thereto the following:
(a)(22) Press Release, dated July 1, 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: July 1, 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)(22)
[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 COMPLETES A.P. GREEN MERGER
DALLAS, TEXAS (JULY 1, 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) expired at 5:00 p.m.,
ET, on Tuesday, June 30, 1998. Global also announced that it has filed a
certificate of merger with the State of Delaware to effect the merger of BGN
Acquisition Corp., a wholly owned subsidiary of Global, with and into A.P.
Green.
Global has been advised by Harris Trust and Savings Bank, Depositary for the
tender offer, that as of 9:30 a.m., ET, today, approximately 7,650,000 shares of
common stock of A.P. Green had been validly tendered and not withdrawn,
representing approximately 95% of the outstanding shares of common stock of A.P.
Green. The shares tendered include approximately 11,000 shares (less than 1% of
the outstanding) tendered pursuant to Notices of Guaranteed Delivery.
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.
