SC 14D1/A

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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. 13)

                           ---------------------------

                           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.





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.





                                    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
                                   ---------------------------------------------
                                   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-99.1

                                                                 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.