Combination of Harbison-Walker and A.P. Green to Create Leading Refractories
Business in Western Hemisphere; Generate Opportunities for Economies of Scale

Company Also Signs Definitive Agreement for Sale of Intool for $217.5 Million

    DALLAS, March 4 /PRNewswire/ -- Global Industrial Technologies, Inc.
(NYSE: GIX) announced today that it has signed a definitive agreement to
purchase for cash all outstanding shares of A.P. Green Industries, Inc.
(NYSE: APK) at $22 per share, or approximately $195 million. The Company also
said it signed a definitive agreement for the previously announced sale of its
Industrial Tool business to Cooper Industries (NYSE: CBE) of Houston, Texas,
for $217.5 million.
    "These transactions further our efforts to create one of the world's
leading refractories companies, and sharpen our focus on industrial businesses
in which we see strong opportunities for substantial future profit growth,"
said J.L. Jackson, Chairman and Chief Executive of Global Industrial
Technologies.  "A.P. Green also brings to Global an attractive and profitable
lime business, which makes up 38% of their operating income and will provide
product diversity after integration into our Minerals operation."
    "With the sale of INTOOL for a price of approximately nine times EBITDA,
we have created significant value, which we will redeploy into a major
opportunity to expand the profit potential, and growth of our Harbison-Walker
subsidiary," Jackson said.  "The critical mass we will possess in that
business, our proven ability to operate as a low-cost producer, and the
economies of scale and synergies we expect to achieve as a result of the
combination will help us generate enhanced returns from this business.  As a
result of these benefits, we expect our acquisition of Green to be modestly
accretive to earnings in fiscal 1998, and significantly accretive to earnings
in 1999 and beyond notwithstanding a restructuring charge associated with this
transaction.  Further, we expect profit contributions from this acquisition to
build as we integrate Green's operations with Harbison-Walker's over the next
two years.  Once fully integrated, we believe that annual cost reductions in
the range of $15-$20 million are achievable after an assumed potential
15% reduction of A.P. Green's sales."
    "The decisions we announce today were arrived at following an extensive
evaluation of our businesses both with resources within the Company and with
outside consultants, together with a full review of all options that could
help us deliver the greatest possible value to shareholders," continued
Jackson.  "Our major presence in the refractories market, together with our
forged products business and its exciting new undercarriage operation,
represent a solid core from which to build returns for shareholders."
    Global's acquisition of Green, which will be effected by means of a tender
offer, was approved unanimously by the Boards of Directors of both companies.
The tender offer will commence within five business days and once initiated,
will be open for 20 business days unless further extended.  Global's tender
offer is conditioned upon, among other things, customary regulatory approvals
and there being validly tendered and not withdrawn at least a majority of the
outstanding shares of A.P. Green.  After the consummation of the tender offer,
Global has agreed to acquire any of the remaining outstanding shares of Green
pursuant to a second-step merger in which holders of such shares will receive
$22 per share.
    Juan Bravo, president of Harbison-Walker stated:  "We are very excited
about the prospects of the Harbison-Walker/Green operation.  The combined
business will operate plants in 6 countries around the world, with revenues of
more than $650 million. We believe that together, the management and employees
of the combined company can create significant value for Global shareholders."
    Wasserstein Perella is the Financial Advisor for Global Industrial
Technologies in its acquisition of A.P. Green.  Offering materials will be
available from the Information Agent, Georgeson & Company Inc.  The depositary
for the offer is Harris Trust and Savings Bank.
    A.P. Green, with headquarters in Mexico, Mo., reported sales and operating
revenues of $277.9 million last year.  It has 22 plants located in the U.S.,
Canada, Mexico, Colombia, the U.K. and Indonesia, manufacturing refractory
products used in the processing of steel and other metals, chemicals, glass,
ceramics, paper and cement.  A.P. Green also produces lime used in the
manufacture of steel, aluminum, pulp and paper processing, soil stabilization
for road construction, and water purification.
    The Company expects to close its sale of INTOOL to Cooper Industries by
the end of the calendar first quarter.  INTOOL reported sales of
$113.2 million and operating earnings of $19.7 million for 1997.  Cooper is a
global, diversified, manufacturer of electrical products, tools and hardware,
and automotive products with 1997 revenues of $5.3 billion. INTOOL will become
part of Cooper Power Tools Division.  "From what was a small division of
Dresser Industries, we have built a profitable and thriving business at INTOOL
through internal growth, our 1995 acquisition of Rotor Tool, and our
establishment of a new start-up division, ITD Automation," said Jackson.  "We
are pleased that the managers and employees of INTOOL are becoming part of a
company that recognizes the value of INTOOL's brands, products and people and
are committed to being a leader in the industrial tool business."
    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, 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.

Link to this page: