8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 7, 2013

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	1-898	25-1117717
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification Number)

600 Grant Street, Pittsburgh, PA	15219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (412) 456-4400

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.21 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Disclosure of Results of Operations and Financial Condition.

On February 4, 2013, Ampco-Pittsburgh Corporation issued a press release announcing its results for the three and twelve months ended December 31, 2012. A copy of the press release is attached hereto and is being furnished to the SEC.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 – Press release dated February 4, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMPCO-PITTSBURGH CORPORATION
Date:	February 7, 2013	By:	/s/ Marliss D. Johnson
		Marliss D. Johnson
		Vice President
		Controller and Treasurer

EX-99.1

Exhibit 99.1

Contact:

Dee Ann Johnson

Vice President Controller &Treasurer

412-456-4410

dajohnson@ampcopgh.com

FOR IMMEDIATE RELEASE

PITTSBURGH, PA

February 4, 2013

Ampco-Pittsburgh Corporation Announces Results

Ampco-Pittsburgh Corporation (NYSE:AP) announces sales for the three months and year ended December 31, 2012 of $77,154,000 and $292,905,000, respectively, compared to sales of $86,514,000 and $344,816,000 for the same periods of 2011. Income from operations for the three months ended December 31, 2012 and 2011 was $5,500,000 and $6,994,000, respectively, and for the twelve months then ended was $16,293,000 and $36,474,000, respectively. For 2012, net income was $3,319,000 or $0.32 per common share for the fourth quarter and $8,355,000 or $0.81 per common share for the year. For 2011, net income was $1,754,000 or $0.17 per common share for the fourth quarter and $21,309,000 or $2.07 per common share for the year.

For the Forged and Cast Rolls segment, sales and operating income for the quarter and year were less than the same periods of the prior year and were adversely affected by weak global demand, competitive pricing pressures and lower production volumes. Sales for the Air and Liquid Processing segment for the quarter and year improved slightly against 2011; however, operating income was adversely affected by changes in product mix.

The matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Some of these risks are set forth in the Corporation’s Annual Report on Form 10-K as well as the Corporation’s other reports filed with the Securities and Exchange Commission.

AMPCO-PITTSBURGH CORPORATION

FINANCIAL SUMMARY

	Three Months Ended December 31,						Year Ended December 31,
	2012			2011			2012			2011
Sales	$	77,154,000		$	86,514,000		$	292,905,000		$	344,816,000
Income from operations		5,500,000			6,994,000			16,293,000			36,474,000
Other expense – net		(362,000	)		(984,000	)		(1,125,000	)		(1,747,000	)
Income before income taxes		5,138,000			6,010,000			15,168,000			34,727,000
Income tax provision		(1,575,000	)		(4,152,000	)		(5,218,000	)		(12,916,000	)
Equity losses in Chinese joint venture		(244,000	)		(104,000	)		(1,595,000	)		(502,000	)
Net income	$	3,319,000		$	1,754,000		$	8,355,000		$	21,309,000
Earnings per common share:
Basic	$	0.32		$	0.17		$	0.81		$	2.07
Diluted	$	0.32		$	0.17		$	0.80		$	2.05
Weighted-average number of common shares outstanding:
Basic		10,342,973			10,325,602			10,338,401			10,318,613
Diluted		10,394,680			10,389,753			10,389,678			10,393,159