ITEM 1. SUMMARY TERM SHEET.
The information set forth in Summary of Terms in the Offer to Exercise Warrants to Purchase Common Stock of Ampco-Pittsburgh
Corporation filed as Exhibit (a)(1)(B) to this Schedule TO (Offer to Exercise) is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company (issuer) and filing person (offeror) is
Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the Corporation). The address and telephone number of its principal executive offices are 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106, telephone (412) 456-4400.
(b) As of May 31, 2022, the Corporation had 11,050,247 outstanding Series A Warrants, to
purchase up to 4,932,830 shares of the Corporations common stock, $1.00 par value per share (the Common Stock), each with an exercise price of $2.5668 per Series A Warrant (or $5.75 per whole share of Common Stock)
(collectively, the Series A Warrants). Pursuant to the Offer to Exercise, the Corporation is exercising its discretion in accordance with the warrant agreement that governs the Series A Warrants (the Series A Warrant
Agreement) to temporarily reduce the exercise price of the Series A Warrants from $2.5668 per Series A Warrant (or $5.75 per whole share of Common Stock) to $1.7856 per Series A Warrant (or $4.00 per whole share of Common Stock), payable
in cash, on the terms and conditions set forth in the Offer to Exercise. There is no minimum participation requirement with respect to the Offer to Exercise.
As of March 31, 2022, the Corporation had: (i) 19,190,536 shares of Common Stock outstanding and (ii) 4,932,830 shares of issuable upon
exercise of the Corporations Series A Warrants, each to purchase 0.4446 shares of Common Stock.
(c) Information about the trading
market and price of the Series A Warrants and the Corporations Common Stock set forth in Description of the Offer to Exercise Section 12: Trading Market and Price Range of Series A Warrants and
Common Stock of the Offer to Exercise are incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND
OF FILING PERSON.
The Corporation is the filing person and the subject company. The address and telephone number of each of the
Corporations executive officers and directors is c/o Ampco-Pittsburgh Corporation, 726 Bell Avenue, Suite 301, Carnegie, Pennsylvania 15106, telephone (412) 456-4400.
Pursuant to General Instruction C to Schedule TO promulgated by the United States Securities and Exchange Commission (the
SEC), the following persons are executive officers, directors and/or control persons of the Corporation:
|
|
|
Name |
|
Position with the Corporation |
|
|
James. J. Abel |
|
Chairman of the Board of Directors |
|
|
David G. Anderson |
|
President of Air & Liquid Systems Corporation |
|
|
Robert A. DeMichiei |
|
Director |
|
|
Fredrick D. DiSanto |
|
Director |
|
|
Elizabeth A. Fessenden |
|
Director |
|
|
Michael I. German |
|
Director |
|
|
William K. Lieberman |
|
Director |
|
|
Samuel C. Lyon |
|
President of Union Electric Steel Corporation |
|
|
Michael G. McAuley |
|
Senior Vice President, Chief Financial Officer and Treasurer |
|
|
J. Brett McBrayer |
|
Chief Executive Officer and Director |
|
|
Darrell L. McNair |
|
Director |
|
|
Laurence E. Paul |
|
Director |
|
|
Stephen E. Paul |
|
Director |
|
|
Carl H. Pforzheimer, III |
|
Director |
In addition to the persons identified in the table above, as reported in the amended Schedule 13D filed on
March 19, 2021, Mario J. Gabelli has sole dispositive power with respect to 4,022,751 shares of Common Stock of the Corporation, of which 1,252,988 are pursuant to Series A Warrants. Further, as reported in the amended Schedule 13D filed on March 1,
2022, The Louis Berkman Investment Company has sole voting and dispositive power with respect to 3,644,615 shares of Common Stock of the Corporation, of which 1,161,426 are pursuant to Series A Warrants. Dr. Laurence E. Paul and Stephen E. Paul,
each a director of the Corporation, own 34.69% and 34.28%, respectively, of The Louis Berkman Investment Companys non-voting stock, held in various trusts.
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