SC 14D9/A

 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 14D-9
 
               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 7)
 
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                          A. P. GREEN INDUSTRIES, INC.
                           (NAME OF SUBJECT COMPANY)
 
                          A. P. GREEN INDUSTRIES, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)
 
                            COMMON STOCK, PAR VALUE
                                $1.00 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)
 
                                   393059100
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                            MICHAEL B. COONEY, ESQ.
            SENIOR VICE PRESIDENT--LAW/ADMINISTRATION AND SECRETARY
                          A. P. GREEN INDUSTRIES, INC.
                                GREEN BOULEVARD
                             MEXICO, MISSOURI 65265
                                 (573) 473-3626
      (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
     NOTICE AND COMMUNICATION ON BEHALF OF THE PERSON(S) FILING STATEMENT)
 
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                                WITH A COPY TO:
 
                             ROBERT M. LAROSE, ESQ.
                                THOMPSON COBURN
                             ONE MERCANTILE CENTER
                           ST. LOUIS, MISSOURI 63101
                                 (314) 552-6000
 
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  This Amendment No. 7 ("Amendment No. 7") amends and supplements the
information set forth in the Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934 on Schedule 14D-9 (the
"Schedule 14D-9") filed by and mailed to the stockholders of A. P. Green
Industries, Inc. (the "Company") on March 6, 1998, with respect to shares of
Common Stock, par value $1.00 per share, of the Company, including the
associated rights to purchase the Company's Series B Junior Participating
Preferred Stock issued pursuant to the Rights Agreement, dated as of November
13, 1997, as amended by that certain First Amendment to Rights Agreement, dated
as of March 5, 1998, between the Company and Harris Trust and Savings Bank, as
Rights Agent. The Schedule 14D-9 was amended pursuant to an Amendment No. 1 to
Schedule 14D-9, dated March 10, 1998, an Amendment No. 2 to Schedule 14D-9,
dated March 17, 1998, an Amendment No. 3 to Schedule 14D-9, dated March 20,
1998, an Amendment No. 4 to Schedule 14D-9, dated April 3, 1998, an Amendment
No. 5 to Schedule 14D-9, dated April 20, 1998, and an Amendment No. 6 to
Schedule 14D-9, dated May 4, 1998. Unless otherwise indicated, the capitalized
terms used herein shall have the meanings specified in the Schedule 14D-9, as
amended.
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
 
  Item 8 is hereby amended and supplemented by adding thereto the following:
 
    On May 15, 1998, Purchaser issued a press release which announced the
  extension of the Offer to 5:00 p.m., ET, on May 29, 1998, unless further
  extended. Purchaser also announced that it had been advised by Harris Trust
  and Savings Bank, Depositary for the Offer, that as of 5:00 p.m., ET, on
  Thursday, May 14, 1998, approximately 6.6 million shares of Common Stock had
  been validly tendered and not withdrawn, representing approximately 81% 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 11 and is incorporated by reference herein.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 
  Item 9 is hereby amended and supplemented by adding thereto the following:
 
           
    Exhibit 11 Press Release, dated May 15, 1998.

 

 
  After reasonable 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.
 
                                          A. P. Green Industries, Inc.
 
                                                 /s/ Michael B. Cooney
                                          By: _________________________________
                                             Name: Michael B. Cooney
                                             Title: Senior Vice President-Law/
                                             Administration and Secretary
 
Dated: May 18, 1998
 
                                       3

EX-11

 
                                                                     EXHIBIT 11
 
                  [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 EXTENDS ITS
                    TENDER OFFER FOR A. P. GREEN INDUSTRIES
 
DALLAS, TEXAS (MAY 15, 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., ET, on Friday, May 29, 1998, unless further extended.
 
Global announced that it has been advised by Harris Trust and Savings Bank,
the Depositary for the tender offer, that as of 5:00 p.m., ET, on Thursday,
May 14, 1998, approximately 6.6 million shares of common stock of A. P.
Green had been validly tendered and not withdrawn, representing approximately
81% of the outstanding shares of common stock of A. P. Green.
 
Global previously announced 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 16 refractory plants in six 
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.