9810173
                                                                  B244703

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

   COMMISSIONERS:
          Robert Pitofsky, Chairman
          Sheila F. Anthony
          Mozelle W. Thompson
          Orson Swindle

                              In the Matter of

            GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a corporation.

                             Docket No. C-3825

                             DECISION AND ORDER

   The Federal Trade Commission having initiated an investigation of the
   proposed acquisition by the respondent named in the caption above of
   AP Green Industries, Inc., and respondent having been furnished
   thereafter with a copy of a draft complaint that the Bureau of
   Competition proposed to present to the Commission for its
   consideration and which, if issued by the Commission, would charge
   respondent with violations of Section 5 of the Federal Trade
   Commission Act ("FTC Act"), as amended, 15 U.S.C. § 45, and Section 7
   of the Clayton Act, as amended, 15 U.S.C. § 18; and

   The respondent, its attorneys, and counsel for the Commission having
   thereafter executed an agreement containing a consent order, an
   admission by respondent of all the jurisdictional facts set forth in
   the aforesaid draft of the complaint, a statement that the signing of
   said agreement is for settlement purposes only and does not constitute
   an admission by respondent that the law has been violated as alleged
   in such complaint, and waivers and other provisions as required by the
   Commission's Rules; and

   The Commission having thereafter considered the matter and having
   determined that it had reason to believe that respondent has violated
   the said Acts, and that a complaint should issue stating its charges
   in that respect, and having thereupon accepted the executed consent
   agreement and placed such agreement on the public record for a period
   of sixty (60) days, now in further conformity with the procedure
   prescribed in § 2.34 of its Rules, the Commission hereby issues its
   complaint, makes the following jurisdictional findings and enters the
   following order:

                                                                  9810173
                                                                  B244703

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION

                              In the Matter of

            GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a corporation.

                             Docket No. C-3825

                                 COMPLAINT

   Pursuant to the provisions of the Federal Trade Commission Act and the
   Clayton Act, and by virtue of the authority vested in it by said Acts,
   the Federal Trade Commission ("Commission"), having reason to believe
   that Global Industrial Technologies, Inc. ("Global"), hereinafter
   sometimes referred to as respondent, has agreed to acquire AP Green
   Industries, Inc. ("AP Green"), in violation of Section 5 of the
   Federal Trade Commission Act ("FTC Act"), 15 U.S.C. § 45, and Section
   7 of the Clayton Act, as amended, 15 U.S.C. § 18, and it appearing to
   the Commission that a proceeding in respect thereof would be in the
   public interest, hereby issues its complaint, stating its charges as
   follows:

                               I. RESPONDENT

   1. Respondent Global Industrial Technologies, Inc. is a corporation
   organized, existing and doing business under and by virtue of the laws
   of Delaware with its office and principal place of business located at
   2121 San Jacinto Street, Suite 2500 Dallas, Texas, 75201.

   2. Respondent manufactures and sells refractories, which are
   heat-resistant materials used to line furnaces in industries that
   involve the heating or containment of solids, liquids, or gases at
   high temperatures.

   3. For purposes of this proceeding, respondent is, and at all times
   relevant herein has been, engaged in commerce as "commerce" is defined
   in Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12, and is a
   corporation whose business is in or affecting commerce as "commerce"
   is defined in Section 4 of the FTC Act, as amended, 15 U.S.C. § 44.

                          II. THE ACQUIRED COMPANY

   4. AP Green is a corporation organized, existing and doing business
   under and by virtue of the laws of Delaware with its office and

                          UNITED STATES OF AMERICA
                          FEDERAL TRADE COMMISSION
   In the Matter of

   GLOBAL INDUSTRIAL TECHNOLOGIES, INC., a corporation.
   File No. 981-0173

                     AGREEMENT CONTAINING CONSENT ORDER

   The Federal Trade Commission ("Commission") having initiated an
   investigation of the proposed acquisition by Global Industrial
   Technologies, Inc. ("Global") of AP Green Industries, Inc. ("AP
   Green"), and it now appearing that Global, hereinafter sometimes
   referred to as "proposed respondent," is willing to enter into an
   agreement containing an order to divest certain assets and providing
   for other relief:

   IT IS HEREBY AGREED by and between proposed respondent, by its duly
   authorized officers and attorneys, and counsel for the Commission
   that:

   1. Proposed respondent Global Industrial Technologies, Inc. is a
   corporation organized, existing and doing business under and by virtue
   of the laws of Delaware with its office and principal place of
   business located at 2121 San Jacinto Street, Suite 2500, Dallas,
   Texas, 75201.

   2. Proposed respondent admits all the jurisdictional facts set forth
   in the draft of Complaint here attached.

   3. Proposed respondent waives:

     a. any further procedural steps;

     b. the requirement that the Commission's decision contain a
     statement of findings of fact and conclusions of law;

     c. all rights to seek judicial review or otherwise to challenge or
     contest the validity of the Order entered pursuant to this
     agreement; and

     d. any claim under the Equal Access to Justice Act.

   4. Proposed respondent shall submit within thirty (30) days of the
   date this agreement is signed by proposed respondent, an initial
   report, pursuant to Section 2.33 of the Commission's Rules, signed by
   the proposed respondent setting forth in detail the manner in which
   the proposed respondent will comply with Paragraph II of the Order

                     ANALYSIS OF PROPOSED CONSENT ORDER
                           TO AID PUBLIC COMMENT
                    ___________________________________

   The Federal Trade Commission ("Commission") has accepted, subject to
   final approval, an Agreement Containing Consent Order ("Agreement")
   from Global Industrial Technologies, Inc. ("proposed respondent").

   The proposed Order has been placed on the public record for sixty (60)
   days for reception of comments by interested persons. Comments
   received during this period will become part of the public record.
   After sixty (60) days, the Commission will again review the Agreement
   and the comments received and will decide whether it should withdraw
   from the Agreement or make final the Agreement's proposed Order.

   The Commission's investigation of this matter concerns the proposed
   acquisition by Global of all of the outstanding shares of AP Green
   Industries, Inc. ("AP Green") through a cash tender offer. Global and
   AP Green are two leading U.S. manufacturers of refractories.
   Refractories are heat-resistant materials used to line furnaces in
   industries that involve the heating or containment of solids, liquids,
   or gases at high temperatures. The Commission's proposed complaint
   alleges that Global and AP Green compete with each other in the United
   States market for glass-furnace silica refractories. Glass-furnace
   silica refractories are used in the glass industry to build the roofs
   and other portions of glass-melting furnaces.

   The Agreement Containing Consent Order would, if finally accepted by
   the Commission, settle charges that the acquisition may substantially
   lessen competition in the production and sale of glass-furnace silica
   refractories in the United States and lead to a monopoly in that line
   of commerce. The Commission has reason to believe that the acquisition
   agreement violates Section 5 of the Federal Trade Commission Act and
   the acquisition would have anticompetitive effects and would violate
   Section 7 of the Clayton Act and Section 5 of the Federal Trade
   Commission Act if consummated, unless an effective remedy eliminates
   such anticompetitive effects.

   The Commission's Complaint alleges that glass-furnace silica
   refractories provide unique characteristics, and that as a result, the
   use of these materials would not be diminished by even a large price
   increase. The Complaint further alleges that imports of glass-furnace
   silica refractories are small. Global and AP Green are the only two
   producers of glass-furnace silica refractories in the United States,
   and entry of other producers is unlikely and would be time consuming.
   The Commission's Complaint alleges that the proposed acquisition,
   which would result in a monopoly in the United States, would lessen
   competition by eliminating competition between Global and AP Green,