-----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, QU1jAry+cHYHeZ2+1JJByitFd33VmMvidptLYYz1FwZJjzX4v/QcbDLHM2aQqEaI AboyKj2sIOAdJ89PVgqndQ== 0000891836-98-000140.txt : 19980325 0000891836-98-000140.hdr.sgml : 19980325 ACCESSION NUMBER: 0000891836-98-000140 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980324 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: 98571950 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 #4 ================================================================================ 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. 4) 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. 4 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, 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 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Item 9 is hereby amended and supplemented by adding thereto the following: The information set forth in Section 8 of the Offer to Purchase has been amended by the addition of the following information: "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.
A.P. GREEN INDUSTRIES, INC. UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE INFORMATION) THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, --------------------- ----------------------- 1997 1996 1997 1996 ---- ---- ---- ---- 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
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 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 the 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, the 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 herein 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." ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended and supplemented by adding thereto the following: (e) The Company has negotiated an agreement in principle to settle the lawsuit brought by 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 Item 9, 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 the Merger Sub will reimburse the Plaintiff for attorneys' fees and expenses, as awarded by the court, in an aggregate amount of $180,000. 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: March 24, 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 -----END PRIVACY-ENHANCED MESSAGE-----