Item 7.01. Regulation FD Disclosure
On March 30, 2022, Ampco-Pittsburgh Corporation (the “Corporation”) issued a press release announcing that it is exploring the possibility of obtaining incremental equity capital. The Corporation is considering, among other alternatives for equity financing, amending its outstanding Series A warrants to adjust either, or both of, the exercise price or the number of shares of the Corporation’s common stock for which such Series A warrants may be exercised. The transaction may be effected pursuant to a registration statement or other schedule to be filed with the Securities and Exchange Commission (“SEC”).
The Corporation intends to “test the waters” to gauge market demand for its contemplated transaction prior to filing any registration statement with the SEC or demand for alternative transactions prior to filing any other documents with the SEC. This Current Report on Form 8-K does not constitute an offer of any securities for sale by the Corporation. No money or other consideration is being solicited at this time, and if sent in response, will not be accepted. No solicitation or offer to buy securities can be accepted and no part of any proceeds can be received until the registration statement is filed with the SEC and declared effective or any other schedule or form required to be filed with the SEC in connection with such transaction is effective, and any such solicitation or offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the effective date of the registration statement or other schedule or form. Any person’s indication of interest regarding the Corporation’s Series A warrants, common shares or this Current Report on Form 8-K involves no obligation or commitment of any kind.
A copy of the press release is attached hereto and is incorporated herein by reference. The information in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
The potential tender or exchange offer (the “Offer”) referenced in this Current Report on Form 8-K has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for any offer materials that the Corporation will file with the SEC. At the time the Offer is commenced, the Corporation will file a tender offer statement on Schedule TO and/or the Corporation will file a registration statement on Form S-4 with the SEC with respect to the tender or exchange offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO TENDER OR EXCHANGE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION. THE CORPORATION’S SECURITYHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF THE CORPORATION’S SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING EXCHANGING OR TENDERING THEIR SECURITIES. The Offer to Tender or Exchange, the related Letter of Transmittal and certain other Offer documents will be made available to all holders of one or more classes of the Corporation’s securities at no expense to them. The Offer materials will be made available for free on the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by the Corporation will be available free of charge under the “SEC Filings” heading of the Investor Relations section of the Corporation’s website at www.ampcopgh.com/investors. In addition to the Offer to Tender or Exchange, the related Letter of Transmittal and certain other exchange offer documents, the Corporation files annual, quarterly and current reports and other information with the SEC. You may read and copy any reports or other information filed by the Corporation at the website maintained by the SEC at http://www.sec.gov.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by us or on behalf of the Corporation. This Current Report on Form 8-K may include, but is not limited to, statements about operating performance, trends and events that the Corporation expects or anticipates will occur in the future, statements about sales and production levels, restructurings, the impact from global pandemics (including COVID-19), profitability and anticipated expenses, inflation, the global supply chain, future proceeds from the exercise of outstanding warrants, and cash outflows. All statements in this document other than statements of historical fact are statements that are, or could be, deemed “forward-looking statements” within the meaning of