Amendment to Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9/A A.P. Green Industries, Inc. 3 15K
2: EX-13 Press Release, Dated June 12,1998 2± 8K
EX-13 — Press Release, Dated June 12,1998
EXHIBIT 13
[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 12, 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, June 26, 1998.
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,
June 11, 1998, approximately 6.7 million shares of common stock of A. P. Green
had been validly tendered and not withdrawn, representing approximately 83% of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. To resolve
concerns raised by the Staff of the Commission relating to the supply of silica
refractory materials, Global has made a proposal to the Commission pursuant to
which Global would agree to sell, on terms that would be subject to prior
Commission approval, the A. P. Green silica refractory materials business,
including A. P. Green's silica refractory materials plant in Lehi, Utah. Under
Global's proposal, Global would be able to close its tender offer for A. P.
Green shares and sell the silica refractory materials business later (with
customary provisions in the event Global cannot sell the silica refractory
materials business in the time and on the terms that would be specified).
Although Global believes that the Commission will find its proposal acceptable,
the Commission must review the proposal and decide whether to accept it, and
there can be no assurance that Commission approval will be granted. Global
understands that Commission review will occur over the next few weeks.
# # #
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.
Dates Referenced Herein and Documents Incorporated by Reference
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