-----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, JNkQFGRyemdd3itgOr3PMW/IswgMXs+/n+r1uhChh4ew3fXMROEcAH5RWH8oRPyO qe7a/8+Xej2cAuBH7Cg3wQ== 0000950131-98-002162.txt : 19980331 0000950131-98-002162.hdr.sgml : 19980331 ACCESSION NUMBER: 0000950131-98-002162 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980330 SROS: NYSE FILER: 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-13359 FILM NUMBER: 98579185 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 8-A12B/A 1 A.P. GREEN INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 (b) OR 12 (g) OF THE SECURITIES EXCHANGE ACT OF 1934 A.P. GREEN INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 43-0899374 - ---------------------------------------- ------------------- (State of incorporation (I.R.S. Employer or other organization) Identification No.) Green Boulevard, Mexico, Missouri 65265 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12 (b) of the Act: Title of Each Class Name of Each Exchange on which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Preferred Stock Purchase Rights New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12 (b) of the Exchange Act and is effective pursuant to General Instruction A. (c), please check the following box |X| If this form relates to the registration of a class of securities pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to General Instruction A. (d), please check the following box |_| Securities Act registration statement file number to which this form relates: not applicable Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered On March 5, 1998, A.P. Green Industries, Inc., a Delaware corporation (the "Company"), amended the Rights Agreement, dated as of November 13, 1997 (the "Rights Agreement"), by and between the Company and Harris Trust and Savings Bank, as rights agent pursuant to the First Amendment to Rights Agreement, dated as of March 5, 1998 (the "First Amendment"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Rights Agreement, as amended by the First Amendment. The First Amendment (i) amends Section 7(a) of the Rights Agreement to add as an additional event which will result in the expiration of the Rights the acceptance for payment by Global Industrial Technologies, Inc. ("Purchaser") of a sufficient number of shares of Common Stock, $1.00 par value, of the Company (the "Common Stock") pursuant to the tender offer consummated in accordance with the terms of, that certain Agreement and Plan of Merger, dated March 3, 1998 (the "Merger Agreement"), by and among the Company, Purchaser and BGN Acquisition Corp. ("Merger Sub") such that when aggregated with the number of shares of Common Stock then owned by Purchaser, Merger Sub or any other wholly- owned direct or indirect subsidiary of Purchaser, constitutes more than 50% of the voting power of all the securities of the Company entitled to vote generally in the election of directors or in connection with a merger, and (ii) adds a new Section 3(d) to the Rights Agreement to provide that neither Purchaser, Merger Sub nor any other wholly-owned direct or indirect subsidiary of Purchaser shall be or be deemed to become an Acquiring Person, and no Distribution Date, Stock Acquisition Date or any other event which would result in the Rights becoming exercisable shall occur or be deemed to occur, in either case solely by reason of the execution of the Merger Agreement, or the announcement, commencement or consummation of the transactions contemplated thereby. The foregoing description is qualified in its entirely by reference to the First Amendment, which is attached as Exhibit 1 hereto and is incorporated herein by reference. Item 2. Exhibits Exhibit No. Description - ----------- ----------- 1 First Amendment to Rights Agreement, dated as of March 5, 1998, between A.P. Green Industries, Inc. and Harris Trust and Savings Bank SIGNATURE 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 30, 1998 A. P. GREEN INDUSTRIES, INC. By: /s/ Michael B. Cooney ---------------------------------------- Michael B. Cooney Senior Vice President-Law/Administration and Secretary EX-4 2 FIRST AMENDMENT TO RIGHTS AGREEMENT DATED MARCH 5 Exhibit 4 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment to Rights Agreement, dated as of March 5, 1998 (this "Amendment") is executed with respect to the Rights Agreement, dated as of November 13, 1997 (the "Agreement") between A. P. Green Industries, Inc., a Delaware corporation (the "Company"), and Harris Trust and Savings Bank (the "Rights Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as those set forth in Agreement. WHEREAS, the Company, on the one hand, and Global Industrial Technologies, Inc., a Delaware corporation ("Purchaser"), and BGN Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Purchaser ("Merger Sub"), on the other hand, have entered into an Agreement and Plan of Merger, dated as of March 3, 1998 ("Merger Agreement"), whereby Purchaser has agreed to acquire the Company pursuant to a two-step transaction consisting of (i) a tender offer ("Offer") to purchase all of the outstanding shares of Common Stock, $1.00 par value (the "Common Stock") of the Company at a price of $22.00 per common share in cash net to the seller, subject to the terms and conditions set forth in Annex A to the Merger Agreement, followed by (ii) a merger of Merger Sub with and into the Company (the "Merger"); and WHEREAS, the Merger Agreement requires that, upon acceptance of, and payment for, by Purchaser, of such number of shares of Common Stock satisfying the Minimum Condition pursuant to the Offer, all outstanding Rights under the Agreement will expire and neither the Company, Merger Sub nor Purchaser shall have any obligations under the Agreement to any holder (or former holder) of Rights following such consummation of the Offer; and WHEREAS, the Board of Directors of the Company has unanimously approved the Merger Agreement, the Offer and the Merger; NOW, THEREFORE, in consideration of the premises, the parties hereby agree as follows: 1. Section 7(a) of the Agreement is hereby amended to read in its entirety as follows: "(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent, together with payment of the Purchase Price for each one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the Close of Business or the earlier of (i) January 6, 2008 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof, or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof. In addition, all outstanding Rights under this Agreement (whether or not tendered and purchased pursuant to the Offer (as defined below)) shall expire upon and as of the acceptance (so long as Global Industrial Technologies, Inc., a Delaware corporation ("Purchaser"), BGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Purchaser ("Merger Sub") or any other wholly-owned direct or indirect subsidiary of Purchaser thereafter purchases shares of Common Stock pursuant to the Offer) for payment pursuant to the Offer of shares of Common Stock which, together with any shares of Common Stock owned by Purchaser, Merger Sub or any other wholly-owned direct or indirect subsidiary of Purchaser, constitutes more than 50% of the voting power (determined on a fully-diluted basis) of all the securities of the Company entitled to vote generally in the election of directors or in connection with a merger, upon consummation of the Offer (the "Date of Acceptance"). The earliest date to occur referred to in clauses (i), (ii) and (iii) in the first sentence of this Section 7(a) or the Date of Acceptance is herein referred to as the "Expiration Date." For the purpose of the preceding sentence, the term "Offer" shall mean the tender offer provided for by, and consummated in accordance with the terms of, that certain Agreement and Plan of Merger, dated as of March 3, 1998, as amended from time to time, by and among the Company, Purchaser and Merger Sub." 2. The Agreement is hereby amended by adding thereto the following new Section 3(d): "Section 3(d). Notwithstanding any provision of this Agreement to the contrary, none of Purchaser, Merger Sub (each as defined in Section 7(a)) nor any other wholly-owned direct or indirect subsidiary of Purchaser shall be or be deemed to become an Acquiring Person, and no Distribution Date, Stock Acquisition Date or any other event which would result in the Rights becoming exercisable shall occur or be deemed to occur, in either case solely by reason of the execution of the Agreement and Plan of Merger, dated as of March 3, 1998, as the same may be amended from time to time, by and among the Company, Purchaser and Merger Sub, or the announcement, commencement or consummation of the transactions contemplated thereby." IN WITNESS WHEREOF, the undersigned have executed this Amendment to be duly executed and their seals attested, all as of the day and year first above written. Attest: A. P. GREEN INDUSTRIES, INC. By: /s/ Michael B. Cooney By: /s/ Gary L. Roberts ------------------------------ ---------------------------------------- Name: Michael B. Cooney Name: Gary L. Roberts Title: Secretary Vice: Vice President, Chief Financial Officer and Treasurer Attest: HARRIS TRUST AND SAVINGS BANK By: /s/ Karl Anderson By: /s/ Palmer Haffner ------------------------------ ---------------------------------------- Name: Karl Anderson Name: Palmer Haffner Title: Trust Administrator Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----