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): MARCH 25, 1996
AMPCO-PITTSBURGH CORPORATION
(Exact name of Registrant as specified in its charter)
PENNSYLVANIA 1-898 25-1117717
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
600 GRANT STREET, SUITE 4600, PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 456-4400
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ITEM 5. OTHER EVENTS.
On March 25, 1996, the Registrant issued a press release, the
text of which is incorporated herein by reference and a copy of which is
attached as Exhibit 1 hereto.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 1 --Press Release of Ampco-Pittsburgh Corporation,
dated March 25, 1996.
<PAGE>
SIGNATURE
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: March 29, 1996 BY: /S/ ROSE HOOVER
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Rose Hoover, Secretary
AMPCO-PITTSBURGH CORPORATION
600 Grant Street, Suite 4600, Pittsburgh, PA 15219 (412) 456-4400
CONTACT:
Ronald W. Hasek
Manager Marketing Services
(412) 456-4459
FOR IMMEDIATE RELEASE
PITTSBURGH, PA, March 25, 1996 . . . Ampco-Pittsburgh
Corporation (NYSE: AP) announced today that its Board of Directors
(including a majority of its independent directors) approved a purchase
by The Louis Berkman Company of 500,000 shares of the Common Stock of
Ampco-Pittsburgh in a broker arranged transaction with an unrelated
shareholder. Louis Berkman, Chairman of the Board of Ampco-Pittsburgh
Corporation, had requested permission for such purchase pursuant to
Ampco-Pittsburgh's Shareholder Rights Plan. Mr. Berkman had obtained the
necessary clearance under the Hart-Scott-Rodino Antitrust Improvements
Act last May. The purchase of 500,000 shares would increase the interest
of Mr. Berkman (directly and through The Louis Berkman Company) in Ampco-
Pittsburgh from 19.2% to 24.45% of the shares outstanding.
Under the Shareholder Rights Plan, if the independent directors
approve an acquisition of shares that would result in a shareholder
owning 20% or more of the outstanding shares, certain provisions of the
Plan are not triggered.
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