-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pqmj8Lzboh8DRwd7lbALE+VgAQZdkg3pIVZaZsrlDu5tNe1IrJW98nibVn0gj0HK VPmPpLs26On2TKOw1EZA4Q== 0000950142-96-000078.txt : 19960401 0000950142-96-000078.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950142-96-000078 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960329 SROS: NYSE SROS: PHLX GROUP MEMBERS: BERKMAN LOUIS CO GROUP MEMBERS: LOUIS BERKMAN GROUP MEMBERS: THE LOUIS BERKMAN COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMPCO PITTSBURGH CORP CENTRAL INDEX KEY: 0000006176 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] IRS NUMBER: 251117717 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03730 FILM NUMBER: 96541660 BUSINESS ADDRESS: STREET 1: 600 GRANT ST STE 4600 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124564400 FORMER COMPANY: FORMER CONFORMED NAME: SCREW & BOLT CORP OF AMERICA DATE OF NAME CHANGE: 19710518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERKMAN LOUIS CO CENTRAL INDEX KEY: 0000939247 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 820 CITY: STEUBENVILLE STATE: OH ZIP: 43952 MAIL ADDRESS: STREET 1: PO BOX 820 CITY: STEUBENVILLE STATE: OH ZIP: 43952 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 29 THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(D) OF REGULATION S-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 * (AMENDMENT NO. 29)* AMPCO-PITTSBURGH CORPORATION (Name of Issuer) COMMON STOCK PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 032037 10 3 (CUSIP Number) LOUIS BERKMAN THE LOUIS BERKMAN COMPANY P.O. BOX 820 STEUBENVILLE, OHIO 43952 TELEPHONE: 614-283-3722 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 25, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 032037 10 3 Page 2 of Pages 1. NAME OF REPORTING PERSON THE LOUIS BERKMAN COMPANY S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 34-0095910 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION OHIO 7. SOLE VOTING POWER 2,126,089 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 0 PERSON WITH 9. SOLE DISPOSITIVE POWER 2,126,089 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,126,089 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.2 % 14. TYPE OF REPORTING PERSON CO CUSIP NO. 032037 10 3 Page 3 of Pages 1. NAME OF REPORTING PERSON LOUIS BERKMAN S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA 7. SOLE VOTING POWER NUMBER OF 213,888 SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 2,127,355 REPORTING PERSON 9. SHARED VOTING POWER WITH 213,888 10. SHARED DISPOSITIVE POWER 2,127,355 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,341,243 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.4% 14. TYPE OF REPORTING PERSON IN Page 4 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Statement relates is Common Stock, par value $1.00 per share (the "Common Shares"), of Ampco-Pittsburgh Corporation (the "Issuer"), whose principal executive offices are located at 600 Grant Street, Pittsburgh, Pennsylvania 15219. ITEM 2. IDENTITY AND BACKGROUND. (a)-(f)This statement is being filed by Louis Berkman, 433 Braebarton Boulevard, Steubenville, Ohio 43952, and The Louis Berkman Company (an Ohio corporation controlled by Louis Berkman), P.O. Box 820, Steubenville, Ohio 43952. Mr. Berkman and The Louis Berkman Company are hereinafter collectively referred to as the "Reporting Persons". The principal business of The Louis Berkman Company is the manufacture and sale of steel products, fabricated metal products, building and industrial supplies.The principal business address of Louis Berkman is: Mr. Louis Berkman, President The Louis Berkman Company P.O. Box 820 Steubenville, Ohio 43952 The names, addresses, principal occupations of the directors and executive officers of The Louis Berkman Company are set forth in Appendix A attached hereto. Such information is incorporated herein by reference. All directors and executive officers of The Louis Berkman Company are citizens of the United States. During the last five years, neither of the Reporting Persons nor any of the directors and executive officers of The Louis Berkman Company have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were parties to a civil Page 5 proceeding resulting in a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The funds used in making the acquisition of the Common Shares reported herein amounting to $5,510,000 (including commissions) have come from the general funds of The Louis Berkman Company. The aggregate purchase price (including commissions) of the Common Shares owned by the Reporting Persons as of the date of this report (excluding the shares held by The Louis and Sandra Berkman Foundation, which are referred to in Item 5 below) is approximately $20,943,000. The Common Shares held by The Louis Berkman Company were purchased with the general funds of The Louis Berkman Company and the Common Shares held by Mr. Berkman directly were purchased with his personal funds. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons had originally acquired their Common Shares for the purpose of investment. Louis Berkman is Chairman of the Board of the Issuer and has been active in the Issuer's management for many years. The purpose of the additional purchase of Common Shares to which this statement relates is to increase Reporting Persons' investment in the Issuer. The Reporting Persons reserve the right at any time and from time to time to acquire additional securities of the Issuer, and/or to dispose of such securities. However, as of the date of this statement, the Reporting Persons do not have any plan or proposal which relates to or could result in: Page 6 (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including a change in the number or terms of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's Articles of Incorporation or By-laws which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. Page 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date of this report, the Reporting Persons beneficially owned 2,341,243 Common Shares, which constitutes approximately 24.4% of the outstanding Common Shares based on 9,577,621 Common Shares outstanding according to Issuer's Annual Report on Form 10-K of the year ended December 31, 1995. The Reporting Persons beneficially own these securities as follows:
NAME SHARES OWNED % OF CLASS The Louis Berkman Company 2,126,089 22.2% Louis Berkman 215,154 (1) 2.2% 2,341,243 (1) 24.4%
Other than Louis Berkman, the only other officer and/or director of The Louis Berkman Company who beneficially owns Common Shares is Robert A. Paul. As of the date of this report, Mr. Paul beneficially owned 44,155 Common Shares. (1) (2) _______________ (1) Includes 1,266 Common Shares held by The Louis and Sandra Berkman Foundation, of which Louis Berkman and Robert A. Paul are trustees. Mr. Berkman and Mr. Paul disclaim beneficial ownership of such shares. (2) Excludes 2,126,089 Common Shares beneficially owned by The Louis Berkman Company and 13,767 Common Shares owned by Mr. Paul's wife, who is the daughter of Mr. Berkman. Mr. Paul disclaims beneficial ownership of the shares owned by his wife. (b) The Louis Berkman Company has sole voting and dispositive powers over the 2,126,089 which it owns directly. Mr. Berkman has sole voting and dispositive powers Page 8 over the 213,888 Common Shares which he owns directly. Because of his control of The Louis Berkman Company, Mr. Berkman may be deemed to share voting and dispositive powers over the shares held by The Louis Berkman Company. Mr. Berkman and Mr. Paul share voting and dispositive powers over the 1,266 Common Shares held by The Louis and Sandra Berkman Foundation. Mr. Paul has sole voting and dispositive powers over the 42,889 Common Shares owned directly by him. (c) The only transaction in the Common Shares of the Issuer by the persons named in response to paragraph (a) of this Item during the last sixty (60) days was the purchase by The Louis Berkman Company of 500,000 Common Shares which was effected on March 25, 1996 in a privately negotiated transaction through a broker at a price per share of $11.00 (excluding commission). (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. All shareholders of the Issuer have contingent rights under a Shareholders Rights Plan (the "Plan") in the event someone acquires 20% or more of the Issuer's Common Shares without the prior approval of the Independent Directors of the Issuer's Board. The acquisition by The Louis Berkman Company, which is reported herein, has received such prior approval and consequently will not trigger any provisions of the Plan. Louis Berkman and Robert A. Paul have agreements with the Issuer providing for compensation equal to five times their annual compensation in the event their employment is terminated after a change in control. Mr. Paul is also a participant in the Issuer's Supplemental Executive Retirement Plan ("SERP") which provides that a change of control triggers the right to a lump sum payment equal to the present value of a participant's vested Page 9 benefit under the SERP. For purposes of the above change of control arrangements and SERP a "change of control" is defined to include (i) the acquisition by any person (other than Mr. Berkman or Mr. Paul) of 50% or more of the Issuer's voting securities; (ii) a change in the majority of the Board; (iii) the approval by the shareholders of the Issuer of a merger or consolidation involving the Issuer in which the Common Shares of the Issuer are converted into shares of another corporation or into cash or other property; or (iv) the approval by the shareholders of the Issuer of, plan of complete liquidation of the Issuer or the sale of all or substantially all of the Issuers assets followed by a distribution of the proceeds to the shareholders. Except as set forth in this Schedule, none of the Reporting Persons or (to the best of the Reporting Persons' knowledge) none of the persons named in Item 2 hereof or in Appendix A hereto have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. Page 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 29, 1996 /s/ _______________________________ Louis Berkman THE LOUIS BERKMAN COMPANY /s/ ________________________________ By: Louis Berkman, President Page 11 Appendix A
NAME AND BUSINESS ADDRESS RESIDENCE ADDRESS OFFICE PRESENT PRINCIPAL OCCUPATION Louis Berkman 433 Braebarton Boulevard Chairman, Director, President Chairman of the Board of Directors P.O. Box 820 Steubenville, OH 43952 & Treasurer of The Louis of Issuer and President of The Steubenville, OH 43952 Berkman Company Louis Berkman Company Robert A. Paul 1236 Squirrel Hill Avenue Director & Executive Vice Director & President of Issuer 600 Grant Street Pittsburgh, PA 15217 President of The Louis Pittsburgh, PA 15219 Berkman Company Linda L. Pirkle RD #2, Sky View Manor Assistant Secretary of The Same as Office P.O. Box 820 Wintersville, OH 43952 Louis Berkman Company Steubenville, OH 43952 John Koren RD #2 Secretary & Controller Same as Office P.O. Box 820 Rayland, OH 43943 of The Louis Berkman Company Steubenville, OH 43952 Dmitri D. Shiry 1286 Pennsbury Road Vice President Finance of The Same as Office P.O. Box 820 Pittsburgh, PA 15205 Louis Berkman Company Steubenville, OH 43952 Donald Oldham 51 Glenwood Road Assistant Controller of The Same as Office P.O. Box 820 Wheeling, WV 26003 Louis Berkman Company Steubenville, OH 43952 Regis J. Whiteside 512 Bantam Ridge Road Assistant Treasurer of The Same as Office P.O. Box 820 Wintersville, OH 43952 Louis Berkman Company Steubenville, OH 43952
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