Green A P Industries Inc – ‘S-8’ on 4/29/97 – F-2D

As of:  Tuesday, 4/29/97   ·   Effective:  5/18/97   ·   Accession #:  826619-97-9   ·   File #s:  333-26035 (F-2D), 333-26035   ·   Correction:  This Filing was Corrected by the SEC on 5/2/97. ®

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-2D        Registration Statement on Form S-8                     8     36K 
 2: EX-5        Opinion of Thompson Coburn                             2±     9K 
 3: EX-23       Consent of Kpmg Peat Marwick LLP                       1      5K 

F-2D   —   Registration Statement on Form S-8
Document Table of Contents

F-2D
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

------------

 A.P. GREEN INDUSTRIES, INC.
(Exact name of registrant as specified in charter)

      DELAWARE                                        43-0899374
(State or other jurisdiction of                         (I.R.S. Employer  
 incorporation or organization)                       Identification Number)

Green Boulevard                                           
Mexico, Missouri                                       65265
(Address of principal executive offices)                      (Zip Code)        

------------

 A.P. GREEN INDUSTRIES, INC.
 1993 PERFORMANCE PLAN
 and
 A.P. GREEN INDUSTRIES, INC.
 1996 LONG-TERM PERFORMANCE PLAN
(Full titles of the plans)

 MICHAEL B. COONEY
Senior Vice President - Law/Administration and Secretary
 A.P. Green Industries, Inc.
 Green Boulevard
Mexico, Missouri 65265
 (Name and address of agent for service)
 Telephone number, including area code, of agent for service: (573) 473-3626

Copy to:
ROBERT M. LAROSE, ESQ.
 Thompson Coburn
 One Mercantile Center
 St. Louis, Missouri 63101
(314) 552-6000

                                                        [Enlarge/Download Table]

                                                      CALCULATION OF REGISTRATION FEE                                              
===================================================================================================================================

Title of Securities       Amount to be            Proposed Maximum             Proposed Maximum        Amount of Registration Fee  
to be Registered          Registered(2)      Offering Price Per Share(3)  Aggregate Offering Price(3)                              
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
Common Stock, $1.00 par   700,000 shares                 $7.75                     $5,425,000                    $1,643.94         
value(1)                                                                                                                           
===================================================================================================================================
<FN>                                                                                                                               

(1)   Includes one attached Preferred Share Purchase Right per share.                                                              
(2)   Total includes 300,000 shares reserved for issuance pursuant to the Company's 1993 Performance Plan and 400,000 shares       
      reserved for issuance pursuant to the Company's 1996 Long-Term Performance Plan.                                             
(3)   Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Section 457(h), based upon the 
      average of the high and low price reported on the Nasdaq National Market on April 24, 1997.                                  
</FN>                                                                                                                              

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 A.P. GREEN INDUSTRIES, INC.
 1993 PERFORMANCE PLAN
 and
 1996 LONG-TERM PERFORMANCE PLAN

Item 3.  Incorporation of Certain Documents by Reference.                       
------------------------------------------------              

      The  following  documents  filed  by  A.P.  Green  Industries,  Inc.  (the
"Company") with the Securities and Exchange  Commission are incorporated  herein
by reference:                                                                   

              (i)  The Company's  Annual Report on  Form 10-K for the year ended
December 31, 1996.                        

             (ii)  The Company's  Current  Report on Form 8-K, dated January 13,
           1997, as amended by Form 8-K/A, dated March 17, 1997.

            (iii)  The  description of the Company's  Common Stock  contained in
                   Exhibit 4.1 to the Company's  Registration  Statement on Form
                   10,  dated  February  3, 1988,  pursuant to Section 12 of the
       Securities Exchange Act of 1934 (the "1934 Act").

             (iv)  The  description  of the Company's  Preferred  Stock Purchase
                   Rights contained in Exhibit 4.2 to the Company's Registration
                   Statement  on Form 10,  dated  February 3, 1988,  pursuant to
Section 12 of the 1934 Act.               

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 and 15(d) of the 1934 Act, after the date of this Registration  Statement and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be made a part hereof from the date of filing of
such documents.  Any statements  contained herein or in a document  incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this  Registration  Statement  to the extent  that a  statement  contained  in a
subsequently  filed  document  incorporated  herein  by  reference  modifies  or
supersedes such document.  Any statement so modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  a part of the
Registration Statement.                                                         

Item 6.  Indemnification of Directors and Officers.                             
------------------------------------------                    

         Section  102 of  the  General  Corporation  Law of  Delaware  allows  a
corporation to include in its  certificate of  incorporation  a provision  which
limits directors'  personal liability to the corporation or its stockholders for
monetary  damages  from a breach of fiduciary  duty as a director,  with certain
exceptions.   Article   Eighth  of  the  Company's   Restated   Certificate   of
Incorporation,  as amended,  provides  such  limitation  to the  fullest  extent
permitted by the General Corporation Law of Delaware.                           

         Section  145 of the  General  Corporation  Law of  Delaware  permits  a
corporation, subject to the standards set forth therein, to indemnify any person
in  connection  with any action,  suit or  proceeding  brought or  threatened by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation or is or was serving as such with                      

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respect  to another  corporation  or entity at the  request of the  corporation.
Article VIII of the Company's By-Laws provides for full  indemnification  of its
directors and officers to the extent permitted by Section 145.                  

         The Company  maintains a directors' and officers'  liability  insurance
policy  with  total  annual  limits  of  $15,000,000.  Subject  to  the  limits,
retentions,  exceptions  and  other  terms and  conditions  of the  policy,  the
Company's directors and officers are insured against liability for any actual or
alleged  error,  misstatement,  misleading  statement,  act or  omission  in the
discharge of their  respective  responsibilities  to the Company solely in their
capacity as directors and officers of the Company.                              

Item 8.  Exhibits.                                                              
---------                                                     

         The following  exhibits are filed  herewith or  incorporated  herein by
reference:                                                                      

         4.1      Restated Certificate of Incorporation of the Company, filed as
                  Exhibit 3(a) to the  Company's  Annual Report on Form 10-K for
                  the year ended December 31, 1987, and  incorporated  herein by
reference.                                  

         4.2      By-Laws of the  Company,  as amended and  currently in effect,
                  filed as Exhibit 3(b) to the  Company's  Annual Report on Form
                  10-K for the year ended  December 31, 1995,  and  incorporated
herein by reference.                        

         4.3      Rights Agreement,  dated as of December 22, 1987,  between the
                  Company and Harris Trust and Savings  Bank,  as Rights  Agent,
                  filed as Exhibit 4.2 to the Registration Statement on Form 10,
                 dated February 3, 1988, and incorporated herein by reference.

         4.4      A.P. Green  Industries,  Inc. 1993 Performance  Plan, filed as
                  Appendix A to the Company's definitive Proxy Statement for the
                  1993  Annual  Meeting of  Stockholders  held May 6, 1993,  and
incorporated herein by reference.           

         4.5      A.P. Green Industries,  Inc. 1996 Long-Term  Performance Plan,
                  filed  as  Appendix  A  to  the  Company's   definitive  Proxy
                  Statement for the 1996 Annual Meeting of Stockholders held May
  9, 1996, and incorporated herein by reference.

         5.1      Opinion  of  Thompson   Coburn  as  to  the  legality  of  the
securities being registered.                

23.1     Consent of KPMG Peat Marwick LLP.                    

23.2     Consent of Thompson Coburn (included in Exhibit 5.1).

 24.1     Power of Attorney (included on signature page hereof).

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Item 9.  Undertakings.                                                          
-------------                                                 

(a)    The undersigned registrant hereby undertakes:          

                (1)    To file,  during any period in which offers and sales are
                       being   made,   a   post-effective   amendment   to  this
registration statement:           

                          (i)  To include any  prospectus  required  by  Section
                     10(a)(3) of the Securities Act of 1933;

                         (ii)  To reflect in the  prospectus any facts or events
                               arising   after   the   effective   date  of  the
                               registration   statement   (or  the  most  recent
                               post-effective    amendment   thereof),    which,
                               individually  or in the  aggregate,  represent  a
                               fundamental  change in the  information set forth
            in the registration statement;

                        (iii)  To include any material  information with respect
                               to the plan of distribution  previously disclosed
                               in the  registration  statement  or any  material
                               change to such  information  in the  registration
statement;        

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply  if the  registration  statement  is on  Form  S-3 or  Form  S-8,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.                        

                (2)    That, for the purpose of determining  any liability under
                       the  Securities  Act of 1933,  each  such  post-effective
                       amendment  shall  be  deemed  to  be a  new  registration
                       statement relating to the securities offered therein, and
                       the  offering  of such  securities  at that time shall be
                  deemed to be the initial bona fide offering thereof.

                (3)    To remove from  registration by means of a post-effective
                       amendment any of the securities  being  registered  which
               remain unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.      

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for      

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indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.                            

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SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Mexico, State of Missouri, on April 28, 1997.   

                         A.P. GREEN INDUSTRIES, INC.

                     By /s/Paul F. Hummer II
                           -------------------------

                       Paul F. Hummer II
                                          Chairman of the Board, President and
                             Chief Executive Officer

 POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Paul F. Hummer II, Gary L. Roberts and Michael B. Cooney,  and each of
them  (with  full  power to each of them to act  alone),  his  true  and  lawful
attorneys-in-fact  and agents  for him and on his behalf and in his name,  place
and stead,  in any and all capacities to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with exhibits and any and all other documents filed with respect  thereto,  with
the Securities and Exchange  Commission (or any other governmental or regulatory
authority),  granting  unto said  attorneys,  and each of them,  full  power and
authority  to do and to  perform  each and  every act and  thing  requisite  and
necessary to be done in and about the premises in order to  effectuate  the same
as  fully  to all  intents  and  purposes  as he  himself  might  or could do if
personally   present,   hereby   ratifying   and   confirming   all  that   said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.                                                          

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.                                           

Signature              Title                                      Date  
---------              -----                                      ----  

/s/ Paul F. Hummer II    Chairman of the Board, President         April 28, 1997
-----------------------  and Chief Executive Officer (Principal                 
Paul F. Hummer II        Executive Officer)                                     

/s/ Gary L. Roberts      Vice President, Chief Financial          April 28, 1997
-----------------------  Officer and Treasurer (Principal                       
Gary L. Roberts          Financial and Accounting Officer)                      

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Signature              Title                                      Date  
---------              -----                                      ----  

/s/ P. Jack O'Bryan      Director                                 April 28, 1997
-----------------------                                                         
P. Jack O'Bryan                                                                 

/s/ Donald E. Lasater    Director                                 April 28, 1997
-----------------------                                                         
Donald E. Lasater                                                               

/s/ William F. Morrison  Director                                 April 28, 1997
-----------------------                                                         
William F. Morrison                                                             

/s/ Daniel R. Toll       Director                                 April 28, 1997
-----------------------                                                         
Daniel R. Toll                                                                  

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 EXHIBIT INDEX
 -------------

Exhibit No.                                                                     
-----------                                                                     

4.1          Restated  Certificate  of  Incorporation  of the Company,  filed as
             Exhibit 3(a) to the  Company's  Annual  Report on Form 10-K for the
             year ended December 31, 1987, and incorporated herein by reference.

4.2          By-Laws of the Company,  as amended and currently in effect,  filed
             as Exhibit 3(b) to the Company's Annual Report on Form 10-K for the
             year ended December 31, 1995, and incorporated herein by reference.

4.3          Rights  Agreement,  dated as of  December  22,  1987,  between  the
             Company and Harris Trust and Savings Bank,  as Rights Agent,  filed
             as Exhibit  4.2 to the  Registration  Statement  on Form 10,  dated
 February 3, 1988, and incorporated herein by reference.

4.4          A.P.  Green  Industries,  Inc.  1993  Performance  Plan,  filed  as
             Appendix A to the Company's definitive Proxy Statement for the 1993
             Annual Meeting of Stockholders  held May 6, 1993, and  incorporated
herein by reference.                                  

4.5          A.P. Green Industries,  Inc. 1996 Long-Term Performance Plan, filed
             as Appendix A to the Company's  definitive  Proxy Statement for the
             1996  Annual  Meeting  of  Stockholders   held  May  9,  1996,  and
incorporated herein by reference.                     

5.1          Opinion of Thompson  Coburn as to the  legality  of the  securities
being registered.                                     

23.1         Consent  of KPMG Peat  Marwick  LLP with  regards to the use of its
       Report on A.P. Green Industries, Inc.'s financial statements.

23.2         Consent of Thompson Coburn (included in Exhibit 5.1).              

24.1         Power of Attorney (included on signature page hereof).             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Effective on:		5/18/97
Corrected on:		5/2/97
Filed on:		4/29/97
		4/28/97		6		7
		4/24/97		1
		3/17/97		2					8-K/A
		1/13/97		2					8-K
		12/31/96		2					10-K,  10-K405/A,  8-K,  8-K/A
		5/9/96		3		8			DEF 14A
		12/31/95		3		8			10-K405
		5/6/93		3		8
									List all Filings