-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ItjDmTEGQOFs4aR2DATelMuJpRlwnQKO4VRSFQUuA2moII3+fBlcO7Ej4fguvdeN U0VhgzwjNgHpYdVizGcCYg== 0000891836-98-000221.txt : 19980420 0000891836-98-000221.hdr.sgml : 19980420 ACCESSION NUMBER: 0000891836-98-000221 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980417 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GREEN A P INDUSTRIES INC CENTRAL INDEX KEY: 0000826619 STANDARD INDUSTRIAL CLASSIFICATION: STRUCTURAL CLAY PRODUCTS [3250] IRS NUMBER: 430899374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-39125 FILM NUMBER: 98596431 BUSINESS ADDRESS: STREET 1: GREEN BLVD CITY: MEXICO STATE: MO ZIP: 65265 BUSINESS PHONE: 5734733626 MAIL ADDRESS: STREET 1: GREEN BLVD CITY: MEXICO STATE: MO ZIP: 65265 FORMER COMPANY: FORMER CONFORMED NAME: A P GREEN INDUSTRIES INC DATE OF NAME CHANGE: 19900619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL INDUSTRIAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000887941 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 751384259 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2121 SAN JACINTO ST STE 2500 STREET 2: SAN JACINTO TWR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149534500 MAIL ADDRESS: STREET 1: P.O. BOX 219022 CITY: DALLAS STATE: TX ZIP: 75221 FORMER COMPANY: FORMER CONFORMED NAME: INDRESCO INC DATE OF NAME CHANGE: 19930328 SC 14D1/A 1 SCHEDULE 14D-1/AMENDMENT #7 ================================================================================ 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. 7) ------------------- 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) ================================================================================ This Amendment No. 7 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 April 17, 1998, Purchaser issued a press release which announced the extension of the Offer to 5:00 p.m., ET, on May 1, 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, April 16, 1998, approximately 6.2 million shares of Common Stock had been validly tendered and not withdrawn, representing approximately 77% 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)(16) 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)(16) Press Release, dated April 17, 1998. 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: April 17, 1998 GLOBAL INDUSTRIAL TECHNOLOGIES, INC. BY: /S/ GRAHAM L. ADELMAN ------------------------------------ Name: Graham L. Adelman Title: Senior Vice President, General Counsel and Secretary BGN ACQUISITION CORP. BY: /S/ GRAHAM L. ADELMAN ------------------------------------ Name: Graham L. Adelman Title: Senior Vice President EX-99 2 PRESS RELEASE DATED 4/17/98 EXHIBIT (a)(16) [GLOBAL INDUSTRIAL TECHNOLOGIES, INC. LOGO] FOR IMMEDIATE RELEASE INVESTOR CONTACT: GEORGE PASLEY MEDIA CONTACT: LARRY NANCE V.P. COMMUNICATIONS MANAGER, CORPORATE RELATIONS/ 214-953-4510 PUBLIC AFFAIRS WEB SITE: PRNEWSWIRE.COM/GIX 214-953-4518 GLOBAL INDUSTRIAL TECHNOLOGIES EXTENDS ITS TENDER OFFER FOR A.P. GREEN INDUSTRIES DALLAS, TEXAS (APRIL 17, 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) has been extended to 5:00 p.m., EST, on Friday, May 1, 1998, unless further extended. Global announced that it has been advised by Harris Trust & Savings Bank, the Depositary for the tender offer, that as of 5:00 p.m., EST, on Thursday, April 16, 1998, approximately 6.2 million shares of common stock of A.P. Green had been validly tendered and not withdrawn, representing approximately 77% of the outstanding shares of common stock of A.P. Green. Global announced previously that it received a request for additional information from the Federal Trade Commission on March 31, 1998. Global is currently in the process of complying with this request and is seeking to do so as promptly as possible. Global believes this request is not unusual for a transaction of this nature and intends to complete its tender offer for A.P. Green as promptly as practical. 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. # # # 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. -2- -----END PRIVACY-ENHANCED MESSAGE-----