<PAGE>
FORM lO-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-898.
AMPCO-PITTSBURGH CORPORATION
Incorporated in Pennsylvania.
I.R.S. Employer Identification No. 25-1117717.
600 Grant Street, Pittsburgh, Pennsylvania 15219
Telephone Number 412/456-4400
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter periods that the registrant was required
to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
On May 13, 1996, 9,577,621 common shares were outstanding.
- 1 -
<PAGE>
AMPCO-PITTSBURGH CORPORATION
INDEX
Page No.
Part I - Financial Information:
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995 3
Consolidated Statements of Income -
Three Months Ended March 31, 1996 and 1995 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1996
and 1995 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 7
Part II - Other Information:
Item 4 - Submission of Matters to a Vote of
Security Holders 9
Item 6 - Exhibits and Reports on Form 8-K 9
Signatures 10
Exhibit Index 11
Exhibits
Exhibit 3
Exhibit 10
Exhibit 27
- 2 -
<PAGE>
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<S> <C> <C>
March 31, December 31,
1996 1995
Assets
Current assets:
Cash and cash equivalents $ 15,620,661 $ 15,553,263
Receivables, less allowance for
doubtful accounts of $668,158 in
1996 and $633,036 in 1995 30,257,209 28,734,492
Inventories 33,974,450 33,509,644
Investments available for sale 5,361,444 6,969,878
Deferred income taxes 4,643,856 5,530,994
Other 1,982,493 1,663,337
Total current assets 91,840,113 91,961,608
Property, plant and equipment,
at cost 112,951,180 112,139,533
Accumulated depreciation (58,415,583) (56,987,783)
Net property, plant and equipment 54,535,597 55,151,750
Prepaid pension 14,263,588 14,296,588
Other noncurrent assets 9,935,269 10,013,744
$170,574,567 $171,423,690
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 8,086,405 $ 8,279,435
Accrued payrolls and employee
benefits 7,983,762 7,878,148
Other 8,118,897 8,861,133
Total current liabilities 24,189,064 25,018,716
Employee benefit obligations 19,828,562 19,985,697
Deferred income taxes 10,554,104 10,929,725
Other noncurrent liabilities 2,811,095 3,354,503
Total liabilities 57,382,825 59,288,641
Shareholders' equity:
Preference stock - no par value;
authorized 3,000,000 shares: none
issued - -
Common stock - par value $1; authorized
20,000,000 shares; issued and
outstanding 9,577,621 in 1996
and 1995 9,577,621 9,577,621
Additional paid-in capital 102,555,980 102,555,980
Retained earnings (deficit) (5,082,861) (7,491,711)
107,050,740 104,641,890
Cumulative translation and other
adjustments 2,927,413 3,234,345
Unrealized holding gains on
securities 3,213,589 4,258,814
Total shareholders' equity 113,191,742 112,135,049
$170,574,567 $171,423,690
</TABLE>
See Notes to Consolidated Financial Statements.
- 3 -
<PAGE>
<TABLE>
<CAPTION>
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<S> <C> <C>
Three Months Ended March 31,
1996 1995
Net sales $ 41,098,335 $ 33,603,358
Operating costs and expenses:
Cost of products sold
(excluding depreciation) 29,381,060 24,134,054
Selling and administrative 5,974,548 4,714,861
Depreciation 1,572,958 1,419,104
36,928,566 30,268,019
Income from operations 4,169,769 3,335,339
Other income (expense) - net 78,523 6,769
Income before taxes 4,248,292 3,342,108
Provision for taxes on income 1,600,000 1,230,000
Net income $ 2,648,292 $ 2,112,108
Net income per common share $ .28 $ .22
Cash dividends declared per share $ .025 $ .025
Weighted average common shares
outstanding 9,577,621 9,577,621
</TABLE>
See Notes to Consolidated Financial Statements
- 4 -
<PAGE>
<TABLE>
<CAPTION>
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<S> <C> <C>
Three Months Ended March 31,
1996 1995
Cash flows from operating activities:
Net income $ 2,648,292 $ 2,112,108
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization 1,572,958 1,419,104
Deferred income taxes 1,450,000 1,084,000
Other - net 39,739 159,164
(Increase) decrease in assets:
Receivables (1,707,504) (2,524,818)
Inventories (571,810) (411,165)
Other assets (227,919) (958,269)
Increase (decrease) in liabilities:
Accounts payable 64,210 373,379
Accrued payrolls and employee benefits 136,747 (560,026)
Other liabilities (1,456,162) (202,074)
Net cash flows from operating activities 1,948,551 491,403
Cash flows from investing activities:
Purchases of property, plant and equipment (1,113,452) (767,139)
Net cash flows from investing activities (1,113,452) (767,139)
Cash flows from financing activities:
Dividends paid (718,322) (239,562)
Net cash flows from financing activities (718,322) (239,562)
Effect of exchange rate changes on cash (49,379) 267,918
Net increase (decrease) in cash 67,398 (247,380)
Cash at beginning of year 15,553,263 19,328,921
Cash at end of period $ 15,620,661 $ 19,081,541
Supplemental information:
Income tax payments $ 795,958 $ 94,230
</TABLE>
See Notes to Consolidated Financial Statements.
- 5 -
<PAGE>
AMPCO-PITTSBURGH CORPORATlON
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Consolidated Financial Statements
The condensed consolidated balance sheet as of March 31, 1996,
the consolidated statements of income for the three month
periods ended March 31, 1996 and 1995 and the consolidated
statements of cash flows for the three month periods then ended
have been prepared by the Corporation without audit. In the
opinion of management, all adjustments necessary to present
fairly the financial position, results of operations and cash
flows for the periods presented have been made.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these consolidated financial statements be
read in conjunction with the consolidated financial statements
and notes thereto included in the Corporation's annual report to
shareholders for the year ended December 31, 1995. The results
of operations for the period ended March 31, 1996 are not
necessarily indicative of the operating results for the full
year.
Certain amounts for preceding periods have been reclassified for
comparability with the 1996 presentation.
2. Inventory
Inventories are comprised of the following:
<TABLE>
<S> <C> <C>
March 31, December 31,
1996 1995
Raw materials $ 5,706,156 $ 5,603,277
Work-in-process 21,131,428 21,327,076
Finished goods 5,249,634 4,803,917
Supplies 1,887,232 1,775,374
$ 33,974,450 $ 33,509,644
</TABLE>
3. Net Income Per Common Share
Net income per common share is computed on the basis of a
weighted number of shares of Ampco-Pittsburgh Corporation's
common stock outstanding, which has remained unchanged at
9,577,621 shares, for the periods presented.
- 6 -
<PAGE>
AMPCO-PITTSBURGH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Three Months Ended March 31, 1996
Compared With the Three Months Ended March 31, 1995
Operations
Net sales of $41,098,000 for the first quarter of 1996 were
$7,495,000 or 22.3% higher when compared to 1995's sales of
$33,603,000. Of this increase, approximately $6,300,000 is
attributable to the prior year acquisitions, made subsequent to the
first quarter of 1995, of Buffalo Air Handling and Bimex
Industries. During the first quarter of 1996, the order backlog
increased by $8,300,000 to $105,100,000 at March 31, 1996,
primarily due to an increase in forged steel roll orders.
The cost of products sold as a percentage of sales was 71.5% in
1996 and 71.8% in 1995. An improvement in margins resulted from
higher production volumes but this was partially offset by lower
margin product mix from the acquisitions. Despite the increase in
order levels noted in the backlog figures above, competitive
pricing pressures are continuing.
Selling and administrative expenses were $5,975,000 in 1996
compared to $4,715,000 in 1995. Excluding the impact of the
acquisitions, these costs increased by approximately $300,000,
principally due to increased commission costs on higher sales and
a mix change towards sales on which commission is payable.
Depreciation expense of $1,573,000 in 1996 was increased compared
to $1,419,000 in 1995.
Principally as a result of the benefit from the prior year
acquisitions and modest margin improvement, income from operations
of $4,170,000 in 1996 increased by 25% compared to $3,335,000 in
1995. The Corporation had net income of $2,648,000 in 1996
compared to $2,112,000 in 1995.
Liquidity and Capital Resources
Net cash flow from operating activities was positive in 1996 and
1995 at $1,949,000 and $491,000, respectively. The increased cash
flow in 1996 resulted primarily from an $835,000 increase in income
from operations and a reduction in cash outflow for working capital
changes. Both the 1996 and 1995 three month periods required
increased levels of accounts receivable to support higher business
activity.
- 7 -
<PAGE>
Capital expenditures for 1996 totaled $1,113,000 compared to
$767,000 in 1995. Capital appropriations carried forward from
March 31, 1996 and approved subsequent to that date, total
$16,000,000 with the major expenditure being for expansion of
capacity at Union Electric Steel's plants to be completed by 1998.
Funds generated internally are expected to be sufficient to finance
the expansion program but the Corporation is also considering the
use of industrial revenue bond financing.
Cash outflows with respect to financing activities in 1996 include
payment of an additional prior year-end dividend of $480,000, or
$.05 per share.
The Corporation maintains short-term lines of credit and a
revolving credit agreement in excess of the cash needs of its
businesses. The total available at March 31, 1996 was $14,500,000.
With respect to environmental concerns, the Corporation has been
named a potentially responsible party at certain third party sites.
The Corporation has accrued its share of the estimated cost of
remedial actions it would likely be required to contribute. In
addition, the Corporation has provided for environmental clean-up
costs related to preparing its discontinued business facilities for
sale. While it is not possible to quantify with certainty the
potential cost of actions regarding environmental matters,
particularly any future remediation and other compliance efforts,
in the opinion of management, compliance with the present
environmental protection laws and the potential liability for all
environmental proceedings will not have a material adverse effect
on the financial condition, results of operations or liquidity of
the Corporation.
The nature and scope of the Corporation's business brings it into
regular contact with a variety of persons, businesses and
government agencies in the ordinary course of business.
Consequently, the Corporation and its subsidiaries from time to
time are named in various legal actions. The Corporation does not
anticipate that its financial condition, results of operations or
liquidity will be materially affected by the costs of known,
pending or threatened litigation.
- 8 -
<PAGE>
PART II - OTHER INFORMATION
AMPCO-PITTSBURGH CORPORATION
Items 1-3. None
Item 4. Submission of Matters to a Vote of Security Holders
On April 23, 1996, at the annual meeting of
shareholders, Louis Berkman and Carl H. Pforzheimer,
III were elected directors of the Registrant:
<TABLE>
<S> <C> <C>
For Withheld
Louis Berkman 7,188,983 1,171 972
Carl H. Pforzheimer 7,180,979 1,179,976
</TABLE>
Item 5. None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Amended and restated By-laws
10. Amended and Restated Supplemental Executive
Retirement Plan
27. Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K was filed March 29, 1996
reporting that the Board of Directors approved a
purchase by The Louis Berkman Company of 500,000
shares of the Registrant's Common Stock.
- 9 -
<PAGE>
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 thereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION
DATE: May 13, 1996 BY: s/Robert A. Paul
Robert A. Paul
President and
Chief Executive Officer
DATE: May 13, 1996 BY: s/Robert J. Reilly
Robert J. Reilly
Treasurer and Controller
(Principal Financial Officer)
- 10 -
<PAGE>
AMPCO-PITTSBURGH CORPORATION
EXHIBIT INDEX
Exhibit 3 - Amended and restated By-laws
Exhibit 10 - Amended and Restated Supplemental Executive
Retirement Plan
Exhibit 27 - Financial Data Schedule (FDS)
- 11 -
<TABLE> <S> <C>
<PAGE>
<S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 15,620,661
<SECURITIES> 5,361,444
<RECEIVABLES> 30,925,367
<ALLOWANCES> 668,158
<INVENTORY> 33,974,450
<CURRENT-ASSETS> 91,840,113
<PP&E> 112,951,180
<DEPRECIATION> 58,415,583
<TOTAL-ASSETS> 170,574,567
<CURRENT-LIABILITIES> 24,189,064
<BONDS> 1,350,000
0
0
<COMMON> 9,577,621
<OTHER-SE> 103,614,121
<TOTAL-LIABILITY-AND-EQUITY> 170,574,567
<SALES> 41,098,335
<TOTAL-REVENUES> 41,176,858
<CGS> 29,381,060
<TOTAL-COSTS> 36,928,566
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,248,292
<INCOME-TAX> 1,600,000
<INCOME-CONTINUING> 2,648,292
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,648,292
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
<PAGE>
[Amended & Restated: 4/23/96]
Amended and Restated
By-laws
of
Ampco-Pittsburgh Corporation
Incorporated Under the Laws of Pennsylvania
<PAGE>
[Amended & Restated 4/23/96]
Amended and Restated
By-laws
of
Ampco-Pittsburgh Corporation
Incorporated Under the Laws of Pennsylvania
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting.
An annual meeting of shareholders for the election
of directors and the transaction of such other business
as may properly come before the meeting shall be held on
the fourth Tuesday in April of each year, at 10:00 a.m.,
prevailing time, or at such other hour as the Board of
Directors may designate, or on such other day and at such
hour as the Board of Directors may designate. If the day
fixed for the meeting is a legal holiday, the meeting
shall be held at the same hour on the next succeeding
full business day which is not a legal holiday.
SECTION 2. Special Meetings.
Special meetings of shareholders may be called only
by the Chairman of the Board, the President, or a
majority of the directors in office, except to the extent
otherwise required by Section 2521(b) of the Business
Corporation Law of 1988, as amended. Upon written
request of any person or persons who shall have duly
called a special meeting, it shall be the duty of the
Secretary to fix the date and hour of the meeting, to be
held not more than sixty (60) days after the receipt of
the request. The only business to be transacted at a
special meeting of shareholders shall be the business
stated in the notice provided pursuant to Section 4 of
this Article I.
<PAGE>
SECTION 3. Place.
Each annual or special meeting of shareholders shall
be held at the principal office of the Corporation or at
such other place in Pennsylvania or elsewhere as the
Board of Directors or the person calling the meeting may
designate.
SECTION 4. Notice.
Written notice stating the place, day and hour of
each meeting of shareholders and, in the case of a
special meeting, the general nature of the business to be
transacted, shall be mailed by the Secretary at least ten
(10) days before the meeting to each shareholder of
record entitled to vote at the meeting to his address
appearing on the books of the Corporation or supplied by
him to the Corporation for the purpose of notice.
SECTION 5. Quorum.
The presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on a particular
matter shall constitute a quorum for the purpose of
considering such matter at a meeting of shareholders. If
a quorum is not present in person or by proxy, those
present may adjourn from time to time to reconvene at
such time and place as they may determine. In the case
of a meeting called for the election of directors, those
present in person or by proxy at the second of such
adjourned meetings, although less than a quorum for any
other purpose, shall nevertheless constitute a quorum for
the purpose of electing directors at such second
adjourned meeting.
SECTION 6. Voting.
Shareholders shall be entitled to one vote for each
share of stock owned by them on the books of the
Corporation and entitled to vote at the particular
meeting when the shareholder is present, either in person
or by duly authorized proxy. Shareholders shall be
entitled to cumulative voting rights in accordance with
the Pennsylvania Business Corporation Law.
<PAGE>
SECTION 7. Record Dates.
The Board of Directors may fix a time not more than
fifty (50) days prior to the date of any meeting of
shareholders, or the date fixed for the payment of any
dividend or distribution, or the date for the allotment
of rights, or the date when any change or conversion or
exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders
entitled to notice of or to vote at any such meeting, or
to receive payment of any such dividend or distribution,
or to receive any such allotment of rights, or to
exercise the rights in respect to any such change,
conversion or exchange of shares. In such case, only
such shareholders as shall be shareholders of record at
the close of business on the date so fixed shall be
entitled to notice of or to vote at such meeting, or to
receive payment of such dividend or distribution, or to
receive such allotment of rights, or to exercise such
rights in respect to any change, conversion or exchange
of shares as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation
after the record date fixed as aforesaid.
SECTION 8. Advance Notice of Shareholder Proposals.
At any annual meeting of shareholders, only such
business shall be conducted as shall have been brought
before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any shareholder of the
Corporation who complies with the notice procedures set
forth in this Section 8. For business to be properly
brought before any annual meeting of the shareholders by
a shareholder, the shareholder must be entitled by
Pennsylvania law to present such business and such
shareholder must have given timely written notice of such
shareholder s intent to make such presentation. To be
timely, a shareholder s notice must have been received by
the Secretary of the Corporation not less than sixty (60)
nor more than ninety (90) days in advance of the first
anniversary of the previous year's annual meeting;
provided, however, that in the event that the date of the
annual meeting is changed by more than thirty (30) days
from such anniversary date, notice by the shareholder to
be timely must have been received no later than the close
of business on the 10th day following the day on which
<PAGE>
public announcement of the date of such meeting is first
made. Each such notice shall set forth: (i) a brief
description of each item of business desired to be
brought before the meeting and the reasons for conducting
such business at the meeting; (ii) the name and address,
as they appear on the Corporation's books, of the
shareholder proposing such business; (iii) a
representation by the shareholder proposing such business
that such shareholder is a holder of record of shares of
the Corporation and will be entitled to vote at such
meeting and intends to appear in person or by proxy at
the meeting; (iv) the class and number of shares of the
Corporation that are beneficially owned by the
shareholder; and (v) as to each item of business the
shareholder proposes to bring before the meeting, any
material interest of the shareholder in such business.
In addition, the shareholder making such proposal shall
promptly provide any other information reasonably
requested by the Corporation. Only such business shall
be conducted at any annual meeting of shareholders as
shall have been brought before such meeting in accordance
with the requirements set forth in this By-law.
Notwithstanding the foregoing provisions of this By-law,
a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with
respect to the matters set forth in this By-law. Nothing
in this By-law shall be deemed to affect any rights of
any shareholder to request inclusion of a proposal in the
Corporation s proxy statement pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Except as otherwise required by
law, the chairman of any annual meeting of shareholders
shall have the power and duty (x) to determine whether
any business proposed to be brought before the meeting
was brought in accordance with the requirements set forth
in this By-law and (y) if any proposed business was not
brought in compliance with this By-law to declare that
such defective proposal shall be disregarded. For
purposes of this By-law and the next succeeding By-law,
"public announcement" shall mean disclosure in a press
release reported by the Dow Jones News Service, the
Associated Press or any comparable national news service
or in a document publicly filed by the Corporation with
the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.
<PAGE>
SECTION 9. Advance Notice of Shareholder Nominations.
Nominations for the election of directors may be
made by the Board of Directors or by any shareholder
entitled to vote generally in the election of directors;
provided, however, that a shareholder may nominate a
person for election as a director at a meeting only if
timely written notice of such shareholder's intent to
make such nomination has been given to the Secretary of
the Corporation. To be timely, a shareholder s notice
must have been received by the Secretary of the
Corporation (a) in the case of an annual meeting, not
less than sixty (60) nor more than ninety (90) days in
advance of the first anniversary of the previous year's
annual meeting; provided, however, that in the event that
the date of the annual meeting is changed by more than
thirty (30) days from such anniversary date, notice by
the shareholder to be timely must have been received no
later than the close of business on the 10th day
following the day on which public announcement of the
date of such meeting is first made; and (b) in the case
of a special meeting at which directors are to be
elected, not later than the close of business on the
fifth day following such public announcement. Each such
notice shall set forth: (i) the name and address, as
they appear on the Corporation s books, of the
shareholder who intends to make the nomination and the
name(s) and address(es) of the person or persons to be
nominated; (ii) a representation that the shareholder is
a holder of record of shares of the Corporation and will
be entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting and nominate the
person or persons specified in the notice; (iii) the
class and number of shares of the Corporation that are
beneficially owned by the shareholder; (iv) a description
of all arrangements or understandings between the
shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the
shareholder; (v) such other information regarding each
nominee proposed by such shareholder as would be required
to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated,
by the Board of Directors; and (vi) the consent of each
nominee to serve as a director of the Corporation, if so
<PAGE>
elected. In addition, the shareholder making such
nomination shall promptly provide any other information
reasonably requested by the Corporation. Notwithstanding
anything in these By-laws to the contrary, no person
shall be eligible for election as a director of the
Corporation unless nominated in accordance with the
procedures set forth in this Section 9. Notwithstanding
the foregoing provisions of this By-law, a shareholder
shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this By-law.
Nothing in this By-law shall be deemed to affect any
rights of the holders of any series of Preference Stock
to elect directors under specified circumstances. Except
as otherwise required by law, the chairman of any meeting
of shareholders shall have the power and duty (x) to
determine whether a nomination was made in accordance
with the requirements set forth in this By-law and (y) if
any proposed nomination was not made in compliance with
this By-law, to declare that such defective nomination
shall be disregarded.
ARTICLE II
DIRECTORS
SECTION 1. Number and Terms.
The business and affairs of the Corporation shall be
managed by a Board of Directors, which shall have the
number of members set forth in the Articles of
Incorporation of the Corporation. The Directors of the
Corporation shall serve for such terms as shall be
specified in the Articles of Incorporation.
SECTION 2. Vacancies.
Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of
directors, shall be filled in the manner specified in the
Articles of Incorporation.
SECTION 3. Annual Meeting.
An annual meeting of the Board of Directors shall be
held each year as soon as practicable after the annual
<PAGE>
meeting of shareholders, at the place where such meeting
of shareholders was held or at such other place as the
Board may determine, for the purposes of organization,
election or appointment of officers and the transaction
of such other business as shall come before the meeting.
No notice of the meeting need be given.
SECTION 4. Regular Meetings.
Regular meetings of the Board of Directors may be
held without notice at such times and at such places in
Pennsylvania or elsewhere as the Board may determine.
SECTION 5. Special Meetings.
Special meetings of the Board of Directors may be
called only by the Chairman of the Board, the President,
or a majority of the directors in office, to be held at
such time (as will permit the giving of notice as
provided in this Section) and at such place in
Pennsylvania or elsewhere as may be designated by the
person or persons calling the meeting. Notice of the
place, day and hour of such special meeting shall be
given to each director by the Secretary (i) by written
notice deposited in the United States mail not later than
during the third full business day immediately preceding
the day for such meeting or (ii) by telephone, telex,
facsimile transmission or other oral, written or
electronic means received not later than 24 hours before
the meeting. The notice need not refer to the business
to be transacted at the meeting except action under
Article VII of the By-laws.
SECTION 6. Quorum.
A majority of the directors in office shall
constitute a quorum for the transaction of business but
less than a quorum may adjourn from time to time to
reconvene at such time and place as they may determine.
SECTION 7. Compensation.
Directors shall receive such compensation for their
services as shall be determined by the Board of
Directors.
<PAGE>
SECTION 8. Committees.
The Board of Directors may, by resolution adopted by
a majority of the directors then in office, appoint an
Executive Committee of three or more directors. To the
extent provided in such resolution, the Executive
Committee shall have and may exercise the authority of
the Board in the management of the business of the
Corporation. The Board may appoint such other committees
as it may deem advisable, and each such committee shall
have such authority and perform such duties as the Board
may determine. At each meeting of the Board, all action
taken by each committee since the preceding meeting of
the Board shall be reported to it.
SECTION 9. Remote Participation in Meetings.
One or more director may participate in a meeting of
the Board or any committee thereof by means of a
conference telephone or similar communications equipment
by means of which all persons participating in the
meeting can hear each other.
SECTION 10. Consent Action.
Action which may be taken at a meeting of the
directors or the members of the Executive Committee or
any other committee may be taken without a meeting, if a
consent or consents in writing, setting forth the action
so taken, shall be signed by all of the directors or the
members of the particular committee, as the case may be,
and shall be filed with the Secretary of the Corporation.
SECTION 11. Limit on Liability.
(a) To the fullest extent that the laws of the
Commonwealth of Pennsylvania, as in effect on January 27,
1987, or as thereafter amended, permit elimination or
limitation of the liability of directors, no director of
the Corporation shall be personally liable for monetary
damages as such for any Action taken, or any failure to
take any action, as a director.
(b) This Section 11 shall not apply to any actions
filed prior to January 27, 1987, nor to any breach of
performance of duty or any failure of performance of duty
<PAGE>
by any director of the Corporation occurring prior to
January 27, 1987.
(c) The provisions of this Section 11 shall be
deemed to be a contract with each director of the
Corporation who serves as such at any time while this
Section 11 is in effect and each such director shall be
deemed to be doing so in reliance on the provisions of
this Section 11. Any amendment or repeal of this Section
11 or adoption of any other by-law or provision of the
Articles of Incorporation, which has the effect of
increasing director liability, shall operate
prospectively only and shall not affect any action taken,
or any failure to act, prior to the adoption of such
amendment, repeal, other by-law or provision.
ARTICLE III
OFFICERS AND AGENTS
SECTION 1. Officers.
The Board of Directors at any time may elect a
Chairman of the Board, a President, one or more Vice
Presidents, a Treasurer and a Secretary. It may
designate any one or more Vice Presidents as Executive
Vice Presidents, Senior Vice Presidents, Financial Vice
Presidents or otherwise, and may elect or appoint such
additional officers and agents as the Board may deem
advisable. Any two or more offices may be held by the
same person except the offices of Chairman of the Board
and Secretary and the offices of President and Secretary.
SECTION 2. Term.
Each officer and each agent shall hold office until
his successor is elected or appointed and qualified or
until his death, resignation or removal by the Board of
Directors.
SECTION 3. Authority, Duties and Compensation.
All elected or appointed officers and agents shall
have such authority and perform such duties as may be
provided in the By-laws or as may be determined by the
Board of Directors or the Chairman of the Board. They
<PAGE>
shall receive such compensation for their services as may
be determined by the Board of Directors or in a manner
approved by it. Notwithstanding any other provisions of
these By-laws, the Board shall have power from time to
time by resolution to prescribe by what officers or
agents particular documents or instruments shall be
signed, countersigned, endorsed or executed, provided,
however, that any person, firm or corporation shall be
entitled to accept and to act upon any document or
instrument signed, countersigned, endorsed or executed by
officers or agents of the Corporation pursuant to the
provisions of these By-laws unless prior to receipt of
such document or instrument such person, firm or
corporation has been furnished with a certified copy of
a resolution of the Board prescribing a different
signature, countersignature, endorsement or execution.
SECTION 4. Chairman of the Board.
The Chairman of the Board shall preside at all
meetings of the Board of Directors and Executive
Committee. The Chairman of the Board shall sign all
certificates of stock of the Corporation or cause them to
be signed in facsimile or otherwise as permitted by law.
SECTION 5. President.
The President shall be the principal officer of the
Corporation and shall be charged with and have the
direction and supervision of its business and operations
as shall from time to time be established by the Board of
Directors. The President shall preside at all meetings
of shareholders. In the absence of the Chairman of the
Board, the President shall preside at all meetings of the
Board of Directors.
SECTION 6. Treasurer.
The Treasurer shall keep and account for all moneys,
funds and property of the Corporation which shall come
into his hands, and shall render such accounts and
present such statements to the Board of Directors as may
be required of him. Unless the Board shall prescribe
otherwise, the Treasurer shall deposit all funds of the
Corporation which may come into his hands in such bank or
banks as the Board may designate and in accounts in the
<PAGE>
name of the Corporation, shall endorse for collection
bills, notes, checks and other negotiable instruments
received by the Corporation, shall sign all checks and
other negotiable instruments of the Corporation or cause
them to be signed in facsimile or otherwise as the Board
may determine, shall countersign all certificates of
stock of the Corporation or cause them to be
countersigned in facsimile or otherwise as permitted by
law, and shall pay out money as the business of the
Corporation may require, taking proper vouchers therefor.
In the absence or disability of the Treasurer, an
Assistant Treasurer shall have the authority and perform
the duties of the Treasurer.
SECTION 7. Secretary.
The Secretary shall give or cause to be given all
required notices of meetings of shareholders and of the
Board of Directors, shall attend such meetings when
practicable, shall record and keep the minutes and all
other proceedings thereof, shall attest such records
after every meeting by his signature, shall safely keep
all documents and papers which shall come into his
possession, shall truly keep the books and records of the
Corporation appertaining to his office, and shall present
statements thereof when required by the Board. The
Secretary shall have custody of the corporate seal, which
seal or a facsimile thereof may be impressed, affixed or
reproduced, and attested by the Secretary for the
authentication of documents or instruments requiring the
seal and bearing the signature of a duly authorized
officer or agent. In the absence or disability of the
Secretary, an Assistant Secretary shall have the
authority and perform the duties of the Secretary.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER
PERSONS
SECTION 1. Right to Indemnification.
Except as prohibited by law and set forth below,
every director and officer of the Corporation shall be
entitled as of right to be indemnified by the Corporation
<PAGE>
against expenses and any liability paid or incurred by
such person in connection with any actual or threatened
claim, action, suit or proceeding, whether civil,
criminal, administrative, investigative or other, whether
brought by or in the right of the Corporation or
otherwise, in which such person may be involved, as a
party, witness or otherwise, or is threatened to be
involved by reason of such person being or having been a
director or officer of the Corporation or by reason of
the fact that such person is or was serving at the
request of the Corporation as a director, officer,
employee, fiduciary agent, or other representative of
another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such claim,
action, suit or proceeding hereinafter being referred to
as an "Action"); provided, that no such right of
indemnification shall exist in any case where the act or
failure to act giving rise to the claim to
indemnification is determined by a court to have
constituted willful misconduct or recklessness, and
provided further, that no such right of indemnification
shall exist with respect to an Action brought by a
director or officer against the Corporation except as
provided in the last sentence of this Section 1.
Indemnification hereunder shall include the right to have
expenses incurred by such person in connection with
defending a civil or criminal Action paid by the
Corporation in advance of the final disposition of such
Action upon receipt of an undertaking by or on behalf of
such person to repay such amount if it shall ultimately
be determined that such person is not entitled to be
indemnified by the Corporation. Persons who are not
directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or
to another such entity at the request of the Corporation
to the extent the Board of Directors at any time
denominates such person as entitled to the benefits of
this Section 1. Any director or officer of the
Corporation serving (i) another corporation, of which a
majority of the shares entitled to vote in the election
of its directors is held by the Corporation, or (ii) any
employee benefit plan of the Corporation or any
corporation referred to in clause (i), in any capacity,
shall be deemed to be doing so at the request of the
Corporation. As used herein, "expenses" shall include
fees and expenses of counsel selected by such person and
<PAGE>
"liability" shall include amounts of judgments, excise
taxes, fines and penalties, and amounts paid in
settlement (with the written consent of the Corporation,
which consent shall not be unreasonably withheld). With
respect to any Action brought by a director or officer
against the Corporation, the director or officer shall be
entitled to be indemnified for expenses incurred in
connection with such Action pursuant to this Section only
(a) if the Action is a suit brought as a claim for
indemnity under Section 2 of this Article IV or
otherwise, (b) if the director or officer is successful
in whole or in part in the Action for which expenses are
claimed, or (c) if the indemnification for expenses is
included in a settlement of the Action or is awarded by
a court.
SECTION 2. Right of Claimant to Bring Suit.
If a claim under Section 1 of this Article IV is not
paid in full by the Corporation within thirty (30) days
after a written claim has been received by the
Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid
amount of the claim, and, if successful in whole or in
part, the claimant shall also be entitled to be paid the
expense of prosecuting such claim. It shall be a defense
to any such suit that the claimant's conduct was such
that under Pennsylvania law the Corporation is prohibited
from indemnifying the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal
counsel or its shareholders) to have made a determination
prior to the commencement of such suit that
indemnification of the claimant is proper in the
circumstances, nor an actual determination by the
Corporation (including its Board of Directors,
independent legal counsel or its shareholders) that the
claimant's conduct was such that indemnification is
prohibited by law, shall be a defense to the suit or
create a presumption that the claimant's conduct was such
that indemnification is prohibited by law.
SECTION 3. Insurance and Funding.
<PAGE>
The Corporation may purchase and maintain insurance
to protect itself and any person eligible to be
indemnified hereunder against any liability or expense
asserted or incurred by such person in connection with
any Action, whether or not the Corporation would have the
power to indemnify such person against such liability or
expense by law or under the provisions of this Article
IV. The Corporation may create a trust fund, grant a
security interest, cause a letter of credit to be issued
or use other means (whether or not similar to the
foregoing) to ensure the payment of such sums as may
become necessary to effect indemnification as provided
herein.
SECTION 4. Non-Exclusivity; Nature and Extent of
Rights.
The right of indemnification and advancement of
expenses provided for in this Article IV (i) shall not be
deemed exclusive of any other rights, whether now
existing or hereafter created, to which those seeking
indemnification hereunder may be entitled under any
agreement, by-law or charter provision, vote of
shareholders or directors or otherwise, (ii) shall be
deemed to create contractual rights in favor of persons
entitled to indemnification hereunder, and (iii) shall
continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated
as entitled to indemnification hereunder and shall inure
to the benefit of the heirs, executors and administrators
of persons entitled to indemnification hereunder. The
right of indemnification provided for herein may not be
amended or repealed so as to limit in any way the
indemnification provided for herein with respect to any
acts or omissions occurring prior to the adoption of any
such amendment or repeal.
SECTION 5. Applicable Law.
Any person entitled to be indemnified or to the
reimbursement or the advancement of expenses as a matter
of right pursuant to this Article IV may elect to have
the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect
at the time of the occurrence of the event or events
giving rise to the Action, to the extent permitted by
<PAGE>
law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 6. Effective Date.
This Article IV shall apply to every Action other
than an Action filed prior to January 27, 1987, except
that it shall not apply to the extent that Pennsylvania
law does not permit its application to any breach of
performance of duty by any person eligible to be
indemnified hereunder occurring prior to January 27,
1987. Article IV of these By-laws, as in effect prior to
the adoption of this Article IV, shall continue to remain
in full force and effect for all Actions that are not
covered by this Article IV.
ARTICLE V
FISCAL YEAR AND ANNUAL REPORT
SECTION 1. Fiscal Year.
The fiscal year of the Corporation shall be the
calendar year.
SECTION 2. Annual Report.
The Board of Directors shall cause a report to be
mailed to the shareholders as soon as practicable after
the close of each fiscal year. The report shall include
financial statements showing the financial position of
the Corporation and its subsidiaries at the end of the
fiscal year and the results of their operations for the
year. Such financial statements shall be examined by
independent public accountants appointed for the purpose
by the Board and shall be accompanied by such
accountants' opinion with respect thereto.
ARTICLE VI
SHARE TRANSFERS AND RECORDS
The Board of Directors may appoint a transfer agent
or transfer agents and a registrar or registrars to make
and record all transfers of shares of stock of the
Corporation of any class. Each transfer agent shall
<PAGE>
prepare transfer records showing transfers made through
the office of such agent. A share register shall be kept
at the registered office of the Corporation. Such share
register shall constitute books of the Corporation with
respect to shares of stock of any class and the holders
of record thereof, provided that the Board of Directors
may designate instead as the books of the Corporation for
this purpose a share register kept at the office of a
transfer agent or registrar. If the Board of Directors
shall have appointed a transfer agent or transfer agents
and a registrar or registrars for stock of any class,
transfers of stock of such class shall be made by such
transfer agent or transfer agents at their offices and
shall be recorded in their books and in the books of the
registrar or registrars. In case of loss, destruction or
theft of a certificate of stock, another may be issued in
lieu thereof in such manner and upon such terms as the
Board of Directors shall authorize.
ARTICLE VII
AMENDMENT OF BY-LAWS
Except as otherwise provided in the Articles of
Incorporation of the Corporation, these By-laws may be
altered or amended by a vote of a majority of the members
of the Board of Directors at any regular or special
meeting duly convened after notice of that purpose;
subject, however, to the power of the shareholders, as
set forth in the Articles of Incorporation, to change or
repeal the By-laws at any annual or special meeting duly
convened after notice of that purpose.
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. When Operative.
The emergency By-laws provided by the following
sections shall be operative during any emergency
resulting from warlike damage or an attack on the United
States or any nuclear or atomic disaster, notwithstanding
any different provision in the preceding articles of the
By-laws or in the Articles of Incorporation of the
Corporation or in the Pennsylvania Business Corporation
<PAGE>
Law. To the extent not inconsistent with the emergency
By-laws, the By-laws provided in the preceding articles
shall remain in effect during such emergency and upon the
termination of such emergency the emergency By-laws shall
cease to be operative unless and until another such
emergency shall occur.
SECTION 2. Meetings.
During any such emergency:
(a) Any meeting of the Board of Directors may
be called by any director. Whenever any officer of
the Corporation who is not a director has reason to
believe that no director is available to
participate in a meeting, such officer may call a
meeting to be held under the provisions of this
section.
(b) Notice of each meeting called under the
provisions of this section shall be given by the
person calling the meeting or at his request by any
officer of the Corporation. The notice shall
specify the time and the place of the meeting,
which shall be the head office of the Corporation,
if feasible, and otherwise any other place
specified in the notice. Notice need be given only
to such of the directors as it may be feasible to
reach at the time and may be given by such means as
may be feasible at the time, including publication
or radio. If given by mail, messenger, telephone
or telegram, the notice shall be addressed to the
director at his residence or business address or
such other place as the person giving the notice
shall deem suitable.
In the case of meetings called by an officer
who is not a director, notice shall also be given
similarly, to the extent feasible, to the persons
named on the list referred to in part (c) of this
section. Notice shall be given at least two days
before the meeting if feasible in the judgment of
the person giving the notice and otherwise the
meeting may be held on any shorter notice he shall
deem suitable.
<PAGE>
(c) At any meeting called under the
provisions of this section, the director or
directors present shall constitute a quorum for the
transaction of business. If no director attends a
meeting called by an officer who is not a director
and if there are present at least three of the
persons named on a numbered list of personnel
approved by the Board of Directors before the
emergency, those present (but not more than the
nine appearing highest in priority on such list)
shall be deemed directors for such meeting and
shall constitute a quorum for the transaction of
business.
SECTION 3. Lines of Succession.
The Board of Directors, during as well as before any
such emergency, may provide, and from time to time
modify, lines of succession in the event that during such
an emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of
discharging their duties.
SECTION 4. Offices.
The Board of Directors, during as well as before any
such emergency, may, effective in the emergency, change
the head office or designate several alternative head
offices or regional offices, or authorize the officers so
to do.
SECTION 5. Liability.
No officer, director or employee acting in
accordance with these emergency By-laws shall be liable
to the Corporation or any shareholder thereof, except for
willful misconduct.
SECTION 6. Repeal or Change.
The emergency By-laws shall be subject to repeal or
change by action of the Board of Directors or by action
of the shareholders, except that no such repeal or change
shall modify the provisions of Section 5 with regard to
action or inaction prior to the time of such repeal or
change.
<PAGE>
ARTICLE IX
NON-APPLICABILITY OF STATUTE
Subchapter E of Chapter 25 of the Pennsylvania 1988
Business Corporation Law (formerly known as Section 910
of the Pennsylvania Business Corporation Law) shall not
be applicable to the Corporation. (This By-law provision
was adopted by action of the Board of Directors on
February 28, 1984, and may not be rescinded except by an
Amendment to the Articles of the Corporation.)
Subchapters G and H of Chapter 25 of the
Pennsylvania 1988 Business Corporation Law shall not be
applicable to the Corporation. (This By-law provision
was adopted by action of the Board of Directors on July
20, 1990.)
<PAGE>
AMPCO-PITTSBURGH CORPORATION
1988 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(as amended and restated April 23, 1996)
The purpose of this Supplemental Executive
Retirement Plan (the "Plan") is to provide a further means
whereby Ampco-Pittsburgh Corporation (the "Company") may
attract, retain and encourage the productive efforts of a
select group of officers and senior executives who render
valuable services to the Company constituting an important
contribution towards the Company's continued growth and
success. The Plan provides retirement benefits to
participants who qualify for such benefits (generally
described in Article III) and may also provide benefits to a
surviving spouse following a qualifying participant's death
before retirement (generally described in Article IV).
The Plan reads as follows:
ARTICLE I
DEFINITIONS
The following terms when used in this Plan shall
have the designated meaning, unless a different meaning is
clearly required by the context. All other capitalized
terms in the Plan shall have the meaning defined in the
Ampco-Pittsburgh Corporation Retirement Plan, as in effect
from time to time (the "Retirement Plan").
1.1 Cause means the willful engaging by the
Participant in misconduct which is materially injurious to
the Company. For purposes of this definition, no act, or
failure to act, on the Participant s part shall be
considered "willful" unless done, or omitted
<PAGE>
to be done, by the Participant in bad faith and without reasonable
belief that his action or omission was in the best interests of the
Company.
1.2 Participant means an individual who has been
designated as a Participant pursuant to Article II.
1.3 Qualified Plan Pension Benefit means all
amounts paid or payable to or in respect of any Participant
(other than in respect of pre-tax or after-tax employee
contributions) from the Retirement Plan or from any other
plan which is tax-qualified under section 401(a) or 403(a)
of the Code to which the Company, any Affiliate, or any
other prior employer of the Participant contributed. The
Participant s Qualified Plan Pension Benefit shall be
expressed as a monthly amount in the same form (using the
actuarial assumptions used in each such plan) and commencing
at the same time as the monthly benefit payable hereunder.
1.4 Early Retirement Date means the date a
Participant attains age fifty-five (55) and completes ten
(10) years of Continuous Service.
1.5 Change in Control shall be deemed to have
occurred if:
(i) any "person" (as defined in
Sections 13(d) and 14(d) of the Exchange Act) other
than the persons or the group of persons in control of
the Company on the date hereof is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of
the combined voting power of the Corporation's then
outstanding securities;
(ii) within any period of two consecutive
years (not including any period prior to the effective
date of this Plan) there shall cease to be a majority
of the Board comprised as follows: individuals who at
the beginning of such period constitute the Board and
any new director(s) whose election was approved by a
<PAGE>
vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the
beginning of the period or whose election or nomination
for election was previously so approved;
(iii) the shareholders of the Company approve
a merger of, or consolidation involving, the Company in
which (A) the Company's Common Stock, par value $1.00
per share (such stock, or any other securities of the
Company into which such stock shall have been converted
through a reincorporation, recapitalization or similar
transaction, hereinafter called "Common Stock of the
Company"), is converted into shares or securities of
another corporation, or into cash or other property, or
(B) the Common Stock of the Company is not converted as
described in Clause (A), but in which more than forty
percent (40%) of the Common Stock of the surviving
corporation in the merger is owned by Shareholders
other than those who owned such amount prior to the
merger; or any other transaction after which the
Company's Common Stock is no longer to be publicly
traded; in each case, other than a transaction solely
for the purpose of reincorporating the Company in
another jurisdiction or recapitalizing the Common Stock
of the Company; or
(iv) the shareholders of the Company approve
a plan of complete liquidation of the Company, or an
agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets,
either of which is followed by a distribution of all or
substantially all of the proceeds to the shareholders.
1.6 Good Reason means, without a Participant s
express written consent, the occurrence after a Change in
Control of any one or more of the following:
<PAGE>
(i) the assignment to such Participant of
duties inconsistent with such Participant's duties,
responsibilities and status immediately before the
Change in Control or a reduction or alteration in the
nature or status of such Participant's responsibilities
from those in effect immediately before the Change in
Control;
(ii) a reduction by the Company in such
Participant's base salary as in effect immediately
before the Change in Control, a failure to increase
such base salary at the same intervals as prevailed
before the Change in Control in an amount at least
equal to the same percentage increase as the last
increase prior to the Change in Control, or a reduction
in bonus after the Change in Control over the last
bonus paid before the Change in Control unless there
are equivalent reductions in bonuses for all executives
of the Company;
(iii) the requirement that such Participant
be based at a location in excess of twenty-five (25)
miles from the location where such Participant is based
immediately before the Change in Control;
(iv) the failure by the Company to continue
in effect any of the Company's employee benefit plans,
policies, practices or arrangements in which such
Participant participates or under which such
Participant is entitled to benefits, or the failure by
the Company to continue such Participant's therein or
benefits thereunder on substantially the same basis,
both in terms of the amount of benefits provided and
the level of such Participant's participation relative
to other participants, as existed immediately prior to
the Change in Control; or
(v) the failure of the Company to obtain a
satisfactory agreement from any successor to the
Company to assume and agree to perform this Plan.
<PAGE>
ARTICLE II
ELIGIBILITY
2.1 Original Participants. The individuals
listed on Schedule A were Participants as of April 23, 1996.
2.2 New Participants. In addition to the
individuals listed on Schedule A, the Board may, from time
to time, designate other individuals as Participants.
<PAGE>
ARTICLE III
RETIREMENT BENEFITS
3.1 Normal Retirement Benefit. If a
Participant's employment is terminated voluntarily or
involuntarily without Cause on or after his Normal
Retirement Date, the Company will pay the Participant,
commencing on the first day of the month coincident with or
next following the date of such termination, a retirement
benefit payable in the Normal Form, in the case of an
unmarried Participant, or as a Qualified Joint and Survivor
Annuity, in the case of a married Participant, unless the
Participant irrevocably elects, prior to the date his
participation becomes effective, on a form prescribed by the
Committee, another form of payment, including a survivor
annuity with an annuitant other than participant's spouse
(and such elected form of payment does not become
ineffective before the date such payments commence because
of the death of a contingent annuitant), in an amount equal
to (a) fifty percent (50%) of his Final Average Earnings
(determined without regard to any limit on compensation
under section 401(a)17) of the Code) less (b) his Qualified
Plan Pension Benefit. In no event shall the requirements
for spousal consent to the election of forms of payment
provided in the Retirement Plan apply to this Plan.
<PAGE>
3.2 Early Retirement Benefit. If a Participant's
employment is terminated voluntarily or involuntarily
without Cause on or after his Early Retirement Date (and
before his Normal Retirement Date), the Company will pay the
Participant the retirement benefit provided or elected under
Section 3.1, in the form of payment provided or elected
under Section 3.1, commencing on the first day of the month
coincident with or next following the date of such
termination, and reduced for early payment to the extent
provided in the Retirement Plan with respect to benefits
then payable thereunder in such form (whether or not the
Participant elects to receive benefits from the Retirement
Plan at such time or in such form).
3.3 Vesting. Except as provided in Section 3.5,
Participants are vested in their benefits under the Plan on
their Early Retirement Date unless vested earlier as
provided in Section 3.6. Except as provided in Section 3.6,
if a Participant's employment is terminated voluntarily or
involuntarily before his Early Retirement Date, no benefits
will be payable to the Participant under this Plan.
3.4 Disability Retirement Benefit.
(a) A Participant who has incurred a
Disability shall be eligible to retire, if his period of
Disability continues to or beyond his Normal Retirement
Date, on the date on which he ceases to receive benefits
under the Disability Plan. Upon such retirement on or after
his Normal Retirement Date, the Company will pay the
Participant the retirement benefit provided under
Section 3.1, in the form of payment provided or elected
under Section 3.1, commencing on the first day of the month
coincident with or next following the date of such
retirement.
(b) If, before a Participant's Normal
Retirement Date, but after his Early Retirement Date (i) the
Participant recovers from the Disability, (ii) the Company
offers the Participant the opportunity to resume active
employment within thirty (30) days
<PAGE>
of notification of such recovery, and (iii) the Participant declines
to resume active employment with the Company within thirty (30) days
of the date of the Company's offer, the Company will pay the
Participant the retirement benefit provided under
Section 3.1, in the form of payment provided or elected
under Section 3.1, commencing on the first day of the month
coincident with or next following the date the Company is
notified by the Participant that he is declining such offer,
and reduced for early payment to the extent provided in the
Retirement Plan with respect to benefits then payable
thereunder in such form (whether or not the Participant
elects to receive benefits from the Retirement Plan at such
time or in such form).
(c) If, before the Participant's Normal
Retirement Date, but after his Early Retirement Date, the
Participant recovers from the Disability and the Company
does not offer the Participant the opportunity to resume
active employment within thirty (30) days of notification of
such recovery, the Company will pay the Participant the
retirement benefit provided under Section 3.1, in the form
of benefit provided or elected under Section 3.1, commencing
on the first day of the month coincident with or next
following the end of such thirty (30) day period, without
any reduction for early payment.
(d) If, before a Participant's Early
Retirement Date the Participant recovers from the
Disability, and does not return to employment with the
Company for any reason, including a failure of the Company
to offer the Participant the opportunity to resume active
employment, no benefits will be payable to the Participant
under this Plan.
3.5 Termination for Cause. If the Company
terminates the Participant's employment for Cause, no
benefits will be payable to the Participant under this Plan,
whether or not he has attained his Early Retirement Date or
Normal Retirement Date.
3.6 Change in Control. Notwithstanding any
provision herein to the contrary, if within twenty-four (24)
months after a Change in Control (i) the Company
<PAGE>
terminates a Participant's employment without Cause or (ii) a
Participant terminates his employment for Good Reason, in
either case on or after his completion of five (5) years of
Continuous Service (including any period before a Change in
Control), the Company will pay the Participant a retirement
benefit in the form of a lump sum payment, which shall be
the amount (i) in the case of a Participant who has attained
his Early Retirement Date on or before such termination
date, equal to the present value on such termination date of
such retirement benefits (without any reduction for early
retirement); and (ii) in the case of a Participant who has
not yet attained his Early Retirement Date, equal to the
present value on such termination date of the benefits to
which such Participant would have been entitled hereunder if
such termination date were such Participant's Early
Retirement Date (without any reduction for early
retirement); provided, however, that such amount shall be
further discounted in the case of such Participant described
in this clause (ii) so that such payment will be the present
value on such termination date of the amount otherwise
payable on the Participant's Early Retirement Date. The
discount rates to be used to calculate the present value of
the lump sum payments will be the lesser of PBGC interest
rates in effect on the first day of the Company's fiscal
year or the date upon which the Change in Control occurs.
For purposes of this section, PBGC interest rates means the
PBGC rates used to value the liabilities of qualified single
employer plans terminating as of the applicable date. The
actuarial basis for mortality used to calculate the lump sum
payments will be the PBGC mortality for healthy lives for
qualified single employer plans terminating as of the
applicable date. Payment under this Section 3.6 shall be
made on the first day of the month next following the date
of the Participant's termination. If a Participant receives
a lump sum payment under this Section 3.6, he shall not
receive any other benefits under the Plan and his spouse
shall not be eligible for a pre-retirement survivor benefit
under Article IV.
<PAGE>
3.7 No Duplication. In no event shall benefits
become payable to any Participant under more than one
Section of this Article III.
ARTICLE IV
PRE-RETIREMENT SURVIVOR BENEFITS
4.1 Death After Age 55. If a married Participant
dies (i) while employed by the Company, and (ii) after he
attains age fifty-five (55) and completes five (5) years of
Continuous Service, the Company will pay the surviving
spouse a retirement benefit equal to the monthly benefit to
which the surviving spouse would have been entitled if the
Participant had retired on the day before the date of his
death and had commenced receiving benefits with a Qualified
Joint and Survivor Annuity in effect, without any reduction
for early payment. No payment shall be made to any person
under the benefit form provided or elected under
Section 3.1.
4.2 Death Before Age 55. If a married
Participant dies (i) while employed by the Company,
(ii) after he completes five (5) years of Continuous Service
and (iii) before he attains age fifty-five (55), the Company
will pay his surviving spouse a retirement benefit equal to
the monthly benefit to which the surviving spouse would have
been entitled if the Participant had survived until the day
following his attainment of age fifty-five (55), the
Participant had retired on the day before the date of his
death, and had commenced receiving benefits with a Qualified
Joint and Survivor Annuity in effect, without any reduction
for early payment. No payment shall be made to any person
under the benefit form provided or elected under
Section 3.1.
4.3 Death After Termination of Employment. If a
married Participant dies (i) after his employment in
terminated voluntarily or involuntarily and (ii) before his
Early Retirement Date, no pre-retirement survivor benefits
will be payable under this Article IV.
<PAGE>
4.4 Commencement of Survivor Benefits. The
retirement benefits under this Article IV shall commence on
the first day of the month coincident with or next following
(i) the date of the Participant's death (if the Participant
dies after he attains age fifty-five (55)), or (ii) the date
that he would have attained age fifty-five (55) (if the
Participant dies before he attains age fifty-five (55)).
ARTICLE V
CONDITIONS RELATED TO BENEFITS
5.1 Administration of Plan. The Committee shall
administer the Plan and shall have the sole and exclusive
authority to interpret, construe and apply its provisions.
The Committee shall have the power to establish, adopt and
revise such rules and regulations as it may deem necessary
or advisable for the administration of the Plan and the
operation of the Committee's activities in connection
therewith. All decisions of the Committee shall be by vote
or written consent of the majority of its members and shall
be final and binding. Members of the Committee shall be
eligible to participate in the Plan while serving as a
member of the Committee, but a member of the Committee shall
not vote or act upon any matter which relates solely to such
member or in his capacity as a Participant.
5.2 Grantor Trust. The Company may create a
grantor trust (within the meaning of section 671 of the
Code) in connection with the adoption of this Plan and may,
from time to time, contribute to such trust amounts
determined by the Board, in its sole discretion.
Notwithstanding the creation of such trust, the benefits
hereunder shall be general obligations of the Company.
Payment of benefits from such trust shall, to that extent,
discharge the Company s obligations under this Plan. A
Participant shall have only
<PAGE>
a contractual right as a general creditor of the Company to the
amounts, if any, payable hereunder and such right shall not be
secured by any assets of the Company or the trust.
5.3 No Right to Company Assets. Neither a
Participant nor any other person shall acquire by reason of
the Plan any right in or title to any assets, funds or
property of the Company whatsoever including, without
limiting the generality of the foregoing, any specific funds
or assets which the Company may set aside in anticipation of
a liability hereunder or any policy or policies of insurance
on the life of a Participant owned by the Company.
5.4 No Employment Rights. Nothing herein shall
constitute a contract of continuing employment or in any
manner obligate the Company or any Affiliate to continue the
service of a Participant, or obligate a Participant to
continue in the service of the Company or any Affiliate, and
nothing herein shall be construed as fixing or regulating
the compensation paid to a Participant.
5.5 Company s Right to Terminate and Amend. The
Company reserves the right in its sole discretion at any
time to amend the Plan in any respect or terminate the Plan.
Notwithstanding the foregoing, (i) no such amendment or
termination shall reduce the amount of the benefit
theretofore accrued by any Participant or change the
conditions required to be satisfied to receive payment of
such past accrued benefit (including contingent spousal
death benefits) based on the provisions of the Plan as
theretofore in effect (in each case, unless the Participant
expressly consents thereto in writing) and (ii) no amendment
to Section 3.6 shall be permitted during the 24-month period
following a Change in Control.
5.6 Protective Provisions. The Participant shall
cooperate with the Company by furnishing any and all
information requested by the Company in order to facilitate
the payment of benefits hereunder.
<PAGE>
5.7 No Third Party Rights. Nothing in this Plan
or any trust established pursuant to Section 5.2 shall be
construed to create any rights hereunder in favor of the
spouse or designated beneficiary of any Participant prior to
the Participant's death or in favor of any other person
(other than the Company and any Participant) or to limit the
Company's right to amend or terminate the Plan in any manner
subject to the consent of the Participant to the extent
provided in Section 5.5 notwithstanding that such amendment
or termination might result in such spouse or designated
beneficiary receiving no benefits under the Plan.
ARTICLE VI
MISCELLANEOUS
6.1 Nonassignability. No rights or payments to
any Participant or his spouse or designated beneficiary
shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge,
whether voluntary or involuntary, and no attempt so to
anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge the same shall be valid, nor shall any
such benefit or payment be in any way liable for or subject
to the debts, contracts, liabilities, engagements or torts
of any person entitled to such benefit or payment or subject
to levy, garnishment, attachment, execution or other legal
or equitable process. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant, his
spouse or his designated beneficiary or be transferable by
operation of law in the event of a Participant's or his
spouse s or designated beneficiary's bankruptcy or
insolvency.
<PAGE>
6.2 Withholding. To the extent required by law
the Company shall be entitled to withhold from any payments
due hereunder any federal, state and local taxes required to
be withheld in connection with such payment.
6.3 Gender and Number. Wherever appropriate
herein, the masculine shall mean the feminine and the
singular shall mean the plural or vice versa.
6.4 Notice. Any notice required or permitted to
be made under the Plan shall be sufficient if in writing and
hand delivered, or sent by registered or certified mail, to
(a) in the case of notice to the Company or the Committee,
the principal office of the Company, directed to the
attention of the Secretary of the Committee, and (b) in the
case of a Participant or his spouse or his designated
beneficiary, the Participant's or such spouse s or
designated beneficiary's mailing address maintained in the
Company's personnel records. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark or on the receipt
for registration or certification.
6.5 Validity. In the event any provision of this
Plan is held invalid, void or unenforceable, the same shall
not affect, in any respect whatsoever, the validity of any
other provision of this Plan.
<PAGE>
6.6 Applicable Law. This Plan shall be governed
and construed in accordance with the laws of the State of
Pennsylvania.
IN WITNESS WHEREOF, the Company has caused this
AMPCO-PITTSBURGH CORPORATION 1988 SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN (as amended and restated April 23, 1996) to
be executed by its duly authorized officers and its
corporate seal to be hereunto, effective as of the 23rd day
of April, 1996.
AMPCO-PITTSBURGH CORPORATION
By:
Its:
Attest:
[Seal]
<PAGE>
Schedule A to Ampco-Pittsburgh
Corporation 1988 Supplemental
Executive Retirement Plan
(as amended and restated April 23, 1996)
Marshall L. Berkman (widow)
Ronald L. Cale (widow)
Edward H. Moores
Robert A. Paul
Robert Schultz
Ernest G. Siddons
Linda J. Sismondo
Sidney Wasser
