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. 11)
 
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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. 11 ("Amendment No. 11") amends and supplements and
constitutes the final amendment to 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, an Amendment No. 9 to Schedule 14D-9, dated June 15,
1998, and an Amendment No. 10 to Schedule 14D-9, dated June 29, 1998. Unless
otherwise indicated, the capitalized terms used herein shall have the meanings
specified in the Schedule 14D-9, as amended.

ITEM 2. TENDER OFFER OF THE PURCHASER.
 
  Item 2 is hereby amended and supplemented by adding thereto the following:
 
    The Offer terminated at 5:00 p.m., ET, on Tuesday, June 30, 1998. Merger Sub
  accepted for payment approximately 7.6 million shares validly tendered and not
  withdrawn by giving written notice to the Depositary of its acceptance for
  payment of such shares pursuant to the Offer.
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
 
  Item 8 is hereby amended and supplemented by adding thereto the following:
 
    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 9:30 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 tendered 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 15 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 15 Press Release, dated July 1, 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: July 1, 1998
 
                                       3

EX-15

 
                                                                     EXHIBIT 15
 
                  [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 CLOSES ITS
                    TENDER OFFER FOR A. P. GREEN INDUSTRIES
 
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, the 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 included approximately 11,000 shares 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, Mexico, Chile and Germany.

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