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. 10)
 
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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. 10 ("Amendment No. 10") 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, an Amendment No. 6 to Schedule
14D-9, dated May 4, 1998, an Amendment No. 7 to Schedule 14D-9, dated May 18,
1998, an Amendment No. 8 to Schedule 14D-9, dated June 1, 1998, and an Amendment
No. 9 to Schedule 14D-9, dated June 15, 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 June 26, 1998, Purchaser issued a press release which announced the
  extension of the Offer to 5:00 p.m., ET, on Tuesday, June 30, 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, June 15, 1998, approximately
  6.8 million shares of Common Stock had been validly tendered and not
  withdrawn, representing approximately 84% 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
  14 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 14 Press Release, dated June 26, 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: June 29, 1998
 
                                       3

EX-14

 
                                                                     EXHIBIT 14
 
                  [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 (JUNE 26, 1998)--Global Industrial Technologies, Inc. (NYSE: GIX)
announced today that it is extending its cash tender offer for all of the
outstanding shares of common stock of A. P. Green Industries, Inc. (NYSE: APK)
until 5:00 p.m., ET, on Tuesday, June 30, 1998. Global has been informed that 
the Federal Trade Commission has accepted for public comment the proposal Global
made to resolve concerns identified by the FTC Staff, as described in Global's 
earlier release. The FTC has also granted early termination of the 
Hart-Scott-Rodino waiting period applicable to Global's purchase of shares of 
A.P. Green.
    
Global also 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,
June 25, 1998, approximately 6.8 million shares of common stock of A. P. Green
had been validly tendered and not withdrawn, representing approximately 84% of
the outstanding shares of common stock of A. P. Green.
 
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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.