SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

AMPCO-PITTSBURGH CORPORATION

(Name of Subject Company and Filing Person (Offeror))

WARRANTS TO PURCHASE COMMON STOCK

(Title of Class of Securities)

032037 103

(CUSIP Number of Common Stock Underlying Warrants)

Michael G. McAuley

Senior Vice President, Chief Financial Officer & Treasurer

AMPCO-PITTSBURGH CORPORATION

726 Bell Avenue, Suite 301

Carnegie, Pennsylvania 15106

Telephone: (412) 456-4418

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

WITH A COPY TO:

Jeremiah G. Garvey

Seth H. Popick

Cozen O’Connor P.C.

One Oxford Center

301 Grant Street, 41^st Floor

Pittsburgh, Pennsylvania 15229

Telephone: (412) 620-6500

☐  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐  third-party tender offer subject to Rule 14d-1.

☒  issuer tender offer subject to Rule 13e-4.

☐  going-private transaction subject to Rule 13e-3.

☐  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

INTRODUCTORY STATEMENT

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO-I (“Schedule TO”) originally filed with the Securities and Exchange Commission on May 31, 2022 by Ampco- Pittsburgh Corporation (the “Corporation”), in connection with its offer to exercise, on the terms and subject to the conditions set forth in the Offer to Exercise, dated May 31, 2022 (as it may be supplemented and amended from time to time, the “Offer to Exercise”), and the related offering documents (as they may be supplemented and amended from time to time, and together with the Offer to Exercise, the “Offering Documents”). For a limited time the offering documents allow holders of the Corporation’s 11,050,247 outstanding Series A Warrants (collectively, the “Series A Warrants”) to purchase up to 4,932,830 shares of the Corporation’s common stock, $1.00 par value per share (the “Common Stock), which were initially issued in the Corporation’s rights offering that closed September 22, 2020 at a temporarily reduced price. Each such Series A Warrant is exercisable to acquire 0.4464 shares of Common Stock at an exercise price of $2.5668 per Series A Warrant (or $5.75 per whole share of Common Stock under the Series A Warrant) but through the offer to exercise, the Corporation is offering the holders of the Series A Warrants, upon terms and subject to the conditions set forth in the Offer to Exercise, the opportunity to exercise the Series A Warrants at the temporarily reduced exercise price of $1.7856 per Series A Warrant (or $4.00 per whole share of Common Stock).

This Amendment No. 1 is being filed to amend and supplement the Offer to Exercise by extending the deadline for the Offer to Exercise from 11:59 p.m., Eastern time, on June 28, 2022 to 11:59 p.m. Eastern time, on July 15, 2022. Except as amended or supplemented hereby to the extent specifically provided herein, all terms of the Offer to Exercise and all other disclosures set forth in the Schedule TO and the Offering Documents remain unchanged. This Amendment No. 1 should be read in conjunction with the Schedule TO and the Offering Documents.

Item 12. Exhibits.

Exhibit	Description
(a)(5)(D)*	Press release dated June 29, 2022.

* Filed herewith.

SIGNATURES

After due 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 June 29, 2022
	AMPCO-PITTSBURGH CORPORATION
	By:	/s/ Michael G. McAuley
	Name:	Michael G. McAuley
	Title:	Senior Vice President, Chief Financial Officer, Treasurer

EX-99.A.5.D

Exhibit (a)(5)(D)

Contact:

Michael G. McAuley

Senior Vice President, Chief Financial Officer and Treasurer

(412) 429-2472

mmcauley@ampcopgh.com

FOR IMMEDIATE RELEASE

CARNEGIE, PA

June 29, 2022

Ampco-Pittsburgh Announces Extension of Temporary Offer Allowing Series A Warrants to be Exercised at a Reduced Price

Carnegie, PA, June 29, 2022 – Ampco-Pittsburgh Corporation (NYSE: AP) (“Ampco-Pittsburgh” or the “Corporation”) today announced it has extended its previously announced offer to exercise (the “Offer to Exercise”) 0.4464 shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”) at an exercise price of $1.7856 per Series A Warrant (or $4.00 per whole share of Common Stock) until 11:59 p.m. (Eastern Time), on July 15, 2022, unless further extended or terminated. The Offer to Exercise was previously scheduled to expire at 11:59 p.m. (Eastern Time), on June 28, 2022. As of June 28, 2022, 72,201 Series A Warrants have been tendered and not withdrawn.

Except for the extension of the expiration date, all of the material terms and conditions set forth in the Offer to Exercise and the other offering materials for the Series A Warrants tender offer remain unchanged.

No Offer or Solicitation

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information

The discussion of the Offer to Exercise contained in this press release is for informational purposes only and is neither an offer to buy nor a solicitation of an offer to sell securities. Holders of the Corporation’s outstanding Series A Warrants should read those materials and the documents in the Tender Offer Statement on Schedule TO-I filed with the SEC carefully because they contain important information, including the various terms and conditions of the tender offer. The Tender Offer Statement, including the Offer to Exercise and other related materials, are also available to Warrant holders at no charge on the SEC’s website at www.sec.gov or from the Corporation. Holders of the Corporation’s Series A Warrants are urged to read those materials carefully prior to making any decisions with respect to the tender offer.

A registration statement and prospectus supplement thereto relating to the exercise of the Series A Warrants in the Offer have been filed with the SEC. Copies of the prospectus supplement relating to the exercise of the Series A Warrants, together with the accompanying base prospectus included in the registration statement, may be obtained from the SEC at http://www.sec.gov, or from the Corporation at 726 Bell Avenue, Suite 301, Carnegie, PA 15106; Telephone: (412) 456-4470.

About Ampco-Pittsburgh Corporation

Ampco-Pittsburgh Corporation manufactures and sells highly engineered, high-performance specialty metal products and customized equipment utilized by industry throughout the world. Through its operating subsidiary, Union Electric Steel Corporation, it is a leading producer of forged and cast rolls for the global steel and aluminum industries. It also manufactures open-die forged products that are sold principally to customers in the steel distribution market, oil and gas industry, and the aluminum and plastic extrusion industries. The Corporation is also a producer of air and liquid processing equipment, primarily custom-engineered finned tube heat exchange coils, large custom air handling systems and centrifugal pumps. It operates manufacturing facilities in the United States, England, Sweden, and Slovenia and participates in three operating joint ventures located in China. It has sales offices in North America, Asia, Europe, and the Middle East. Corporate headquarters is located in Carnegie, Pennsylvania.

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 press release may include, but is not limited to, statements about the Corporation’s ability to complete the Offer; 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 the Act and words such as “may,” “will,” “intend,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “forecast” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements speak only as of the date on which such statements are made, are not guarantees of future performance or expectations, and involve risks and uncertainties. For the Corporation, these risks and uncertainties include, but are not limited to cyclical demand for products and economic downturns; excess global capacity in the steel industry; fluctuations of the value of the U.S. dollar relative to other currencies; increases in commodity prices, reductions in electricity and natural gas supply or shortages of key production materials; limitations in availability of capital to fund our operations and strategic plan; inability to maintain adequate liquidity in order to meet our operating cash flow requirements, repay maturing debt and meet other financial obligations; inability to obtain necessary capital or financing on satisfactory terms in order to acquire capital expenditures that may be required to support our growth strategy; inoperability of certain equipment on which we rely; liability of our subsidiaries for claims alleging personal injury from exposure to asbestos-containing components historically used in certain products of our subsidiaries; changes in the existing regulatory environment; inability to successfully restructure our operations; consequences of global pandemics (including COVID-19); work stoppage or another industrial action on the part of any of our unions; inability to satisfy the continued listing requirements of the New York Stock Exchange or the NYSE American Exchange; potential attacks on information technology infrastructure and other cyber-based business disruptions; failure to maintain an effective system of internal controls; disruptions caused by hostilities, including any disruptions caused by the hostilities in Ukraine; and those discussed more fully elsewhere in this report and in documents filed with the Securities and Exchange Commission by the Corporation, particularly in Item 1A, Risk Factors, in Part I of the Corporation’s latest Annual Report on Form 10-K, and Part II of the latest Quarterly Report on Form 10-Q. The Corporation cannot guarantee any future results, levels of activity, performance or achievements. In addition, there may be events in the future that the Corporation may not be able to predict accurately or control which may cause actual results to differ materially from expectations expressed or implied by forward-looking statements. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.