UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 30)*
Ampco-Pittsburgh Corporation
----------------------------
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
---------------------------------------
(Title of Class of Securities)
032037 10 3
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(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)
September 23, 1999
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box [ ].
Note: Schedules filed in paper formal shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 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
1. NAME OF REPORTING PERSON
THE LOUIS BERKMAN COMPANY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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
2,182,989
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
2,182,989
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,182,989
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
14. TYPE OF REPORTING PERSON
CO
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<PAGE>
CUSIP No. 032037 10 3
1. NAME OF REPORTING PERSON
LOUIS BERKMAN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7. SOLE VOTING POWER
274,888
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 2,184,255
PERSON
WITH 9. SOLE DISPOSITIVE POWER
274,888
10. SHARED DISPOSITIVE POWER
2,184,255
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,459,143
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.5%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
This statement constitutes Amendment No. 30 to a Statement on Schedule
13D, as amended by Amendments No. 1-29 (the "Schedule 13D"), filed with the
Securities and Exchange Commission, with respect to the Common Stock, par value
$1.00 per share (the "Common Shares") of Ampco-Pittsburgh Corporation (the
"Issuer"), on behalf of Louis Berkman and The Louis Berkman Company. Louis
Berkman and The Louis Berkman Company are collectively referred to as the
"Reporting Persons." Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Schedule 13D.
The information set forth in the Schedule 13D is hereby amended as
follows:
Item 2. Identity and Background.
Item 2 is hereby amended by adding the following:
Appendix A to the Schedule 13D, a copy of which is attached hereto and
is incorporated herein by reference, is amended and restated in its entirety.
All directors and officers of The Louis Berkman Company are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following:
Of the funds used by the Reporting Persons in making acquisitions of
Common Shares since the previous amendment of the Schedule 13D, $595,888.25
(including commissions) came from the general funds of The Louis Berkman Company
and $13,155 (including commissions) came from Louis Berkman's personal funds.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
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<PAGE>
(a) As of the date of this report, the Reporting Persons beneficially
owned an aggregate of 2,459,143 Common Shares, which constitutes approximately
25.5% of the outstanding Common Shares based on 9,590,121 Common Shares
outstanding according to the Issuer's Quarterly Report on Form 10-Q of the
quarter ended June 30, 1999. The Reporting Persons beneficially own these
securities as follows:
Name Shares Owned
---- ------------
The Louis Berkman Company 2,182,989
Louis Berkman 276,154(1)(2)
------------
Total 2,459,143(1)(2)
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, Robert A. Paul, a director and the President of the
Issuer, beneficially owns 104,155 Common Shares. (1) (3).
- ---------------
(1) Includes 1,266 Common Shares held by The Louis and Sandra Berkman
Foundation, of which Louis Berkman and Robert A. Paul are trustees.
Louis Berkman and Robert A. Paul disclaim beneficial ownership of such
shares.
(2) Includes options to purchase 60,000 Common Shares.
(3) Includes options to purchase 60,000 Common Shares. Excludes 2,182,989
Common Shares beneficially owned by The Louis Berkman Company and
13,767 Common Shares owned by Robert A. Paul's wife, who is the
daughter of Louis Berkman. Robert A. Paul disclaims beneficial
ownership of the shares owned by his wife.
(b) The Louis Berkman Company has sole voting and dispositive powers
over the 2,182,989 which it owns directly. Louis Berkman has sole voting and
dispositive powers over the 274,888 Common Shares which he beneficially owns
directly. Because of
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<PAGE>
his control of The Louis Berkman Company, Louis Berkman may be deemed to share
voting and dispositive powers over the shares held by The Louis Berkman Company.
Louis Berkman and Robert A. Paul share voting and dispositive powers over the
1,266 Common Shares held by The Louis and Sandra Berkman Foundation. Robert A.
Paul has sole voting and dispositive powers over the 102,889 Common Shares
beneficially owned directly by him.
(c) During the last sixty (60) days, the only transactions in the
Common Shares of the Issuer by the persons named in response to paragraph (a) of
this Item were the following open market purchases on the New York Stock
Exchange:
Purchaser: The Louis Berkman Company
Price Per Share
Transaction Date Number of Shares Purchased (Excluding Commission)
---------------- -------------------------- ---------------------
8/25/99 1,400 12.3125
8/26/99 1,000 12.3125
8/27/99 3,500 12.3125
9/17/99 300 13.125
9/17/99 500 13.25
9/21/99 2,000 13.25
9/23/99 500 13.75
9/24/99 2,200 13.9375
9/24/99 1,000 14.00
9/27/99 1,000 13.9375
9/27/99 3,500 14.00
Purchaser: Louis Berkman
Price Per Share
Transaction Date Number of Shares Purchased (Excluding Commission)
---------------- -------------------------- ---------------------
9/17/99 1,000 13.125
(d) Not applicable.
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<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is hereby amended and restated in its entirety as follows:
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. Louis Berkman and The Louis Berkman Company are
grandfathered under the Plan until such time as they, together with their
affiliates and associates, hold 30% or more of the Common Shares outstanding.
Consequently, the acquisitions by The Louis Berkman Company, which are reported
herein, 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. Robert A. 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 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 Louis Berkman or Robert A. 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 a plan of complete liquidation of
the Issuer or
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<PAGE>
the sale of all or substantially all of the Issuer's assets followed by a
distribution of the proceeds to the shareholders.
Except as set forth in the Schedule 13D, 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.
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<PAGE>
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: September 27, 1999
/s/ Louis Berkman
-----------------
Louis Berkman
THE LOUIS BERKMAN COMPANY
/s/ Louis Berkman
-----------------
By: Louis Berkman, President
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<PAGE>
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, Chairman of the Board of Directors
P.O. Box 820 Steubenville, OH 43952 President & Treasurer of of Issuer and President of The
Steubenville, OH 43952 The Louis Berkman Louis Berkman Company
Company
Robert A. Paul 1236 Squirrel Hill Avenue Director & Executive Director & President of Issuer
600 Grant Street Pittsburgh, PA 15217 Vice President of The
Pittsburgh, PA 15219 Louis Berkman Company
Linda L. Pirkle 112 Sky View Drive Director and Secretary of Same as Office
P.O. Box 820 Wintersville, OH 43952 The Louis Berkman
Steubenville, OH 43952 Company
John Koren RD #2 Controller of The Louis Same as Office
P.O. Box 820 Rayland, OH 43943 Berkman Company
Steubenville, OH 43952
Scott Stevens 313 Braebarton Blvd. Vice President Finance of Same as Office
P.O. Box 820 Steubenville, OH 439952 The Louis Berkman
Steubenville, OH 43952 Company
Donald Oldham 51 Glenwood Road Assistant Controller of Same as Office
P.O. Box 820 Wheeling, WV 26003 The Louis Berkman
Steubenville, OH 43952 Company
</TABLE>
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