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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 3, 1998
A.P. GREEN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16452 43-0899374
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
Green Boulevard
Mexico, Missouri 65265
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (573) 473-3626
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Item 5. Other Events
On March 3, 1998, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Global Industrial Technologies, Inc., a
Delaware corporation ("Global"), and BGN Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Global ("Merger Sub"), pursuant to
which Global will acquire the Registrant through a merger of Merger Sub with and
into the Registrant. Pursuant to the Merger Agreement, (i) Merger Sub commenced
a tender offer (the "Offer") on March 6, 1998 for all of the outstanding shares
of common stock, par value $1.00 per share (the "Common Stock"), of the
Registrant, together with the associated rights (the "Rights") to purchase
Series B Junior Participating Preferred Stock of the Registrant, at a price of
$22.00 per share in cash, net to the seller, and (ii) Merger Sub will merge (the
"Merger") with and into the Registrant, in connection with which each share of
Common Stock (including the associated Rights) will be converted into the right
to receive $22.00 per share in cash. Consummation of the Offer and the Merger is
subject to the satisfaction or waiver of certain conditions, including, among
others, the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of
other required regulatory approvals, if any, and the absence of certain material
adverse changes. Consummation of the Offer is also subject to the valid tender
of a majority of the total shares of Common Stock outstanding on a fully diluted
basis. The closing of the Merger is expected to occur as soon as possible after
the satisfaction of the conditions set forth in the Merger Agreement. The
foregoing description of the Merger Agreement is qualified in Mexico, Missouri
its entirety by reference to the Merger Agreement, a copy of which is
incorporated herein by reference as Exhibit 2.1 to this Current Report on
Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
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No. Description
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2.1 Agreement and Plan of Merger, dated as of March 3, 1998, among
A.P. Green Industries, Inc., Global Industrial Technologies, Inc.
and BGN Acquisition Corp., filed as Exhibit 1 to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9, dated
March 6, 1998, is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 17, 1998
A.P. GREEN INDUSTRIES, INC.
By: /s/ Michael B. Cooney
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Michael B. Cooney
Senior Vice President - Law/Administration and
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of March 3, 1998, among A.P.
Green Industries, Inc., Global Industrial Technologies, Inc. and BGN
Acquisition Corp., filed as Exhibit 1 to the Registrant's
Solicitation/Recommendation Statement on Schedule 14D-9, dated March
6, 1998, is incorporated herein by reference.
