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