UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 25, 1999
AMPCO-PITTSBURGH CORPORATION
(Exact name of Registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation)
1-898 25-1117717
(Commission File Number) (I.R.S. Employer Identification No.)
600 Grant Street, Suite 4600, Pittsburgh, PA 15219
(Address of Principal Executive Offices)
412/456-4400
(Registrant's telephone number, including area code)
Item 4. Changes in Registrant s Certifying Accountant
(a)Previous Independent Accountants
On February 25, 1999, the Board of Directors of Ampco-Pittsburgh Corporation
(the Corporation ), upon recommendation of the Audit Committee, approved the
dismissal of the Corporation s independent accountants, PricewaterhouseCoopers
LLP ( PwC ) to be effective after completion of the audit of the
Corporation's financial statements as of and for the year ended December 31,
1998.
The reports of PwC on the Corporation s financial statements as of December
31, 1997 and 1996 and for the years then ended did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
The Board of Directors, upon recommendation of the Audit Committee, made the
decision to change independent accountants.
In connection with the audits of the Corporation s financial statements as of
December 31, 1997 and 1996 and for the years then ended and through the date
of this report, there were no disagreements with PwC on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PwC would have caused PwC to
make reference to the matter in its report.
During the years ended December 31, 1997 and 1996 and through the date of
this report, there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
The Corporation has requested that PwC furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated February 25, 1999, is filed as
Exhibit 16 to this Form 8-K.
(b) New Independent Accountants
On February 25, 1999, the Audit Committee recommended and the Board of
Directors approved, the retention of Deloitte & Touche LLP ( D&T ) as its new
independent accountants for the year ending December 31, 1999. During the years
ended December 31, 1997 and 1996 and through the date of this report, neither
the Corporation nor anyone else on its behalf consulted D&T regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K.
Item 7. Financial Statements and Exhibits.
Exhibit 16: Letter re Change in Certifying Accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION
BY: s/Robert A. Paul
Robert A. Paul, President and
Chief Executive Officer
Dated: February 25, 1999
Exhibit 16
PricewaterhouseCoopers
PricewaterhouseCoopers LLP
600 Grant Street
Pittsburgh, PA 15219
Telephone (412) 355-6000
Securities and Exchange Commission
450 Fifth Street; N. W.
Washington, D.C. 20549
February 25, 1999
Ladies and Gentlemen:
We have read item 4 of Ampco-Pittsburgh Corporation's Form 8-K dated
February 25, 1999 and are in agreement with the statements contained in
paragraph 4(a) therein.
Yours very truly,
