FORM 1O-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 September 30, 1999
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 November 11, 1999, 9,590,121 common shares were outstanding.
- 1 -
AMPCO-PITTSBURGH CORPORATION
INDEX
Page No.
Part I - Financial Information:
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets -
September 30, 1999 and December 31, 1998 3
Consolidated Statements of Income -
Nine Months Ended September 30, 1999
and 1998; Three Months Ended
September 30, 1999 and 1998 4
Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999
and 1998 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
Part II - Other Information:
Item 1 - Legal Proceedings 15
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 18
Exhibits
Exhibit 27
- 2 -
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<S> <C> <C>
September 30, December 31,
1999 1998
Assets
Current assets:
Cash and cash equivalents $ 17,930,964 $ 33,107,815
Receivables, less allowance for
doubtful accounts of $1,058,898 in
1999 and $691,090 in 1998 45,302,529 35,017,919
Inventories 48,763,860 35,492,440
Other 4,225,205 4,076,339
Total current assets 116,222,558 107,694,513
Property, plant and equipment,
at cost 166,312,287 150,709,005
Accumulated depreciation (78,732,700) (73,932,512)
Net property, plant and equipment 87,579,587 76,776,493
Prepaid pension 14,481,544 13,885,544
Other noncurrent assets 13,888,165 13,454,580
$232,171,854 $211,811,130
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 13,586,561 $ 9,247,179
Accrued payrolls and employee
benefits 10,287,953 7,820,048
Other 12,993,740 9,355,391
Total current liabilities 36,868,254 26,422,618
Employee benefit obligations 15,578,536 16,509,026
Industrial revenue bond debt 14,661,000 12,586,000
Deferred income taxes 11,482,329 11,707,742
Other noncurrent liabilities 1,774,928 2,287,132
Total liabilities 80,365,047 69,512,518
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 9,590,121 in 1999
and 9,577,621 in 1998 9,590,121 9,577,621
Additional paid-in capital 102,668,480 102,555,980
Retained earnings 36,722,122 28,724,905
Accumulated other comprehensive
income 2,826,084 1,440,106
Total shareholders' equity 151,806,807 142,298,612
$232,171,854 $211,811,130
See Notes to Consolidated Financial Statements.
- 3 -
</TABLE>
<TABLE>
<CAPTION>
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<S> <C> <C> <C> <C>
Nine Months Ended Sept. 30, Three Months Ended Sept. 30,
1999 1998 1999 1998
Net sales $150,188,978 $141,450,792 $ 51,897,570 $ 46,079,782
Operating costs and expenses:
Cost of products sold
(excluding depreciation) 105,818,439 97,046,972 37,360,918 32,493,281
Selling and administrative 21,882,511 20,547,198 7,208,012 6,913,495
Depreciation 5,822,313 5,743,946 2,000,723 1,892,026
133,523,263 123,338,116 46,569,653 41,298,802
Income from operations 16,665,715 18,112,676 5,327,917 4,780,980
Other income (expense)-net (12,712) 387,342 (40,752) 131,794
Income before income taxes 16,653,003 18,500,018 5,287,165 4,912,774
Income taxes 5,780,000 6,345,000 1,820,000 1,640,000
Net income $ 10,873,003 $ 12,155,018 $ 3,467,165 $ 3,272,774
Basic and diluted earnings
per share $ 1.13 $ 1.27 $ 0.36 $ 0.34
Cash dividends declared
per share $ 0.30 $ 0.27 $ 0.10 $ 0.09
Weighted average number of
common shares outstanding 9,584,169 9,577,621 9,590,121 9,577,621
</TABLE>
See Notes to Consolidated Financial Statements
- 4 -
<TABLE>
<CAPTION>
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<S> <C> <C>
Nine Months Ended September 30,
1999 1998
Net cash flows from operating
activities $ 16,925,041 $ 20,625,059
Cash flows from investing activities:
Purchases of property, plant and
equipment (8,741,830) (8,131,230)
Proceeds from sales of property, plant
and equipment 401,897 398,247
Use of unexpended industrial revenue
bond proceeds 504,625 1,695,482
Business acquisitions (23,591,200) (349,463)
Net cash flows used in investing
activities (31,426,508) (6,386,964)
Cash flows from financing activities:
Proceeds from industrial revenue bonds 2,075,000 -
Proceeds from the issuance of stock 125,000 -
Dividends paid (2,874,536) (2,585,957)
Net cash flows used in
financing activities (674,536) (2,585,975)
Effect of exchange rate changes on cash (848) 56,682
Net (decrease) increase in cash and
cash equivalents (15,176,851) 11,708,820
Cash and cash equivalents at
beginning of period 33,107,815 21,695,512
Cash and cash equivalents at
end of period $ 17,930,964 $ 33,404,332
</TABLE>
See Notes to Consolidated Financial Statements.
- 5 -
AMPCO-PITTSBURGH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Consolidated Financial Statements
The consolidated balance sheet as of September 30, 1999, the
consolidated statements of income for the nine and three month
periods ended September 30, 1999 and 1998 and the consolidated
statements of cash flows for the nine month periods ended
September 30, 1999 and 1998 have been prepared by the
Corporation without audit. In the opinion of management, all
adjustments, consisting of only normal recurring 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.
These consolidated financial statements should 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, 1998. The
results of operations for the period ended September 30, 1999
are not necessarily indicative of the operating results for
the full year.
2. Business Acquisitions
On August 2, 1999, the Corporation acquired the stock of The
Davy Roll Company and two smaller companies, each wholly-owned
subsidiaries of Kvaerner PLC, (combined "Davy"). Davy,
headquartered in Gateshead, England with operating locations
in Gateshead and Sheffield, England, is a leading supplier of
cast rolls to the steel and metal industries and will
complement the previously existing Forged Steel Rolls segment
(which has been renamed to Forged and Cast Rolls).
The acquisition was accounted for as a purchase transaction.
The purchase price of approximately U.S. $23,600,000 resulted
in a bargain purchase option (negative goodwill) which has
been applied against property, plant and equipment. The
consolidated financial statements include the results of
operations of Davy from its acquisition date of August 2,
1999.
The pro forma financial information is based on the unaudited
financial statements for each of these companies. The
financial statements of Davy are prepared in accordance with
generally accepted accounting principles of the United Kingdom
(UK GAAP), which is a comprehensive basis of accounting other
than generally accepted accounting principles of the United
States (US GAAP). Significant differences between UK GAAP and
- 6 -
US GAAP for Davy include accounting for pensions under a
defined benefit plan, accounting for deferred income taxes and
revaluation of fixed assets. The consolidated results of
operations on a pro forma basis, as though the business had
been acquired as of January 1, 1998, are as follows (in
thousands except for per share information):
Nine Months Ended
September 30,
1999 1998
Net sales $180,104 $189,072
Net income $ 10,545 $ 15,271
Basic and diluted
earnings per share $ 1.10 $ 1.59
The unaudited pro forma financial information is included for
comparative purposes only and is not intended to be indicative
of the results that would have occurred if the acquisition had
been consummated on January 1, 1998 or that may be obtained in
the future. The pro forma adjustments are based on available
information and upon certain assumptions that management
believes are reasonable under the circumstances. These
adjustments are directly attributable to the consummated
transaction and are expected to have a continuing impact on
the financial position and results of operations of the
Corporation. Adjustments are also based on preliminary
Accounting Principles Board Opinion (APB) No. 16, "Business
Combinations", calculations. Further adjustments to the
purchase price allocation may arise as a result of the
finalization of certain pre-acquisition contingencies,
primarily related to accounting for pensions under a defined
benefit plan.
3. Inventory
Approximately 75% of the inventories are valued on the LIFO
method, with the remaining inventories being valued on the
FIFO method. Inventories are comprised of the following:
(in thousands)
September 30, December 31,
1999 1998
Raw materials $ 11,482 $ 6,425
Work-in-process 25,718 21,985
Finished goods 6,058 5,100
Supplies 5,506 1,982
$ 48,764 $ 35,492
- 7 -
4. Comprehensive Income
The Corporation's comprehensive income for the nine and three
months ended September 30, 1999 and 1998 consisted of:
(in thousands)
Nine Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
Net income $10,873 $12,155 $ 3,467 $ 3,273
Foreign currency
translation 1,400 742 2,849 894
Unrealized holding
gains on securities (14) - (142) -
Comprehensive
income $12,259 $12,897 $ 6,174 $ 4,167
5. Earnings Per Share
Basic earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding. In
May, 1999, 12,500 options were exercised resulting in a
weighted average number of common shares outstanding for the
nine and three months ended September 30, 1999 of 9,584,169
and 9,590,121 shares, respectively. For the nine and three
months ended September 30, 1998, the weighted average number
of common shares outstanding was 9,577,621 shares.
The computation of diluted earnings per share is similar to
basic earnings per share except that the denominator is
increased to include the net additional common shares that
would have been outstanding assuming exercise of outstanding
stock options, calculated using the treasury stock method.
The weighted average number of common shares outstanding
assuming exercise of the stock options was 9,610,160 and
9,629,552, respectively, for the nine and three months ended
September 30, 1999. There were no potentially dilutive
securities outstanding for the comparable 1998 periods.
6. Business Segments
The Corporation adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information" effective
with its annual report to shareholders for the year ended
December 31, 1998 which changed its previous practice of
reporting under one business segment, Engineered Equipment.
Presented below are the net sales and earnings before taxes
for the Corporation's three business segments.
- 8 -
(Dollars in thousands)
Nine Months Ended Three Months Ended
September 30, September 30,
1999 1998 1999 1998
Net Sales:
Forged and Cast Rolls $ 68,297 $ 66,505 $ 25,588 $ 21,793
Air and Liquid
Processing 54,549 45,588 18,509 15,849
Plastics Processing
Machinery 27,343 29,358 7,801 8,438
Total Reportable
Segments $150,189 $141,451 $ 51,898 $ 46,080
Earnings before Taxes:
Forged and Cast Rolls $ 8,059 $ 11,585 $ 2,663 $ 3,461
Air and Liquid
Processing 6,318 3,090 2,404 762
Plastics Processing
Machinery 2,289 3,438 261 558
Total Reportable
Segments 16,666 18,113 5,328 4,781
Other income
(expense) - net (13) 387 (41) 132
Total $ 16,653 $ 18,500 $ 5,287 $ 4,913
7. Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". This pronouncement requires all
derivative instruments to be reported at fair value on the
balance sheet; depending on the nature of the derivative
instrument, changes in fair value will be recognized either in
net income or as an element of comprehensive income. SFAS No.
133, as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133", is first effective for the
Corporation for the year ending December 31, 2001. The
Corporation does not engage in significant activity with
respect to derivative instruments or hedging activities.
Management is evaluating the impact but does not anticipate
adoption of SFAS No. 133 will have a material impact on the
financial position, results of operations or cash flows of the
Corporation.
- 9 -
AMPCO-PITTSBURGH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operations for the Nine and Three Month Periods Ended
September 30, 1999 and 1998
On August 2, 1999, the Corporation acquired the stock of The Davy
Roll Company and two smaller companies - Turner Chilled Rolls
Limited and Kvaerner Formet Limited - each wholly-owned
subsidiaries of Kvaerner PLC, (combined "Davy") for approximately
U.S. $23,600,000. Davy is primarily a leading supplier of cast
rolls to the steel and metal industries. The acquisition
complements the forged hardened steel roll business of the
Corporation and will allow the two companies to provide the total
roll needs of the customer base worldwide. Accordingly, third
quarter and year-to-date results include those of the acquisitions
for August and September 1999. In conjunction with the
acquisition, the previously existing Forged Steel Rolls segment
has been renamed to Forged and Cast Rolls. The acquisition was
accounted for as a purchase transaction.
Operations
Net Sales. Net sales for the nine and three month periods of 1999
were $150,189,000 and $51,898,000, respectively, compared to
$141,451,000 and $46,080,000, respectively for the same periods of
the prior year. A discussion of the third quarter and year-to-
date sales and results for the Corporation's three segments is
included below. The order backlog at September 30, 1999 of
$119,900,000 increased by 19.9% compared to $100,000,000 at
December 31, 1998. The increase is attributable to the
acquisition of Davy. Excluding Davy, backlog is $2,389,000 lower
than that at December 31, 1998 as a result of a decline in
business for the Plastics Processing Machinery segment.
Cost of Products Sold. The cost of products sold, excluding
depreciation, in relationship to net sales for the nine and three
months ended September 30, 1999 were 70.5% and 72.0%,
respectively. This compares with the prior comparable periods of
68.6% and 70.5%, respectively. Exclusion of Davy results in
percentages comparable to the prior year of 69.6% and 69.5% for
the nine and three months ended September 30, 1999, respectively.
Income from Operations. Income from operations decreased 8.0% for
the nine month period to $16,666,000 but improved 11.4% for the
three month period to $5,328,000, both compared to the prior year.
This is a result of increased earnings from the Air and Liquid
Processing segment, offset by decreased earnings from the Forged
and Cast Rolls segment.
- 10 -
Forged and Cast Rolls. Sales for the Forged and Cast Rolls
segment increased for the nine and three months by 2.7% and 17.4%,
respectively, to $68,297,000 and $25,588,000, respectively. This
compares with $66,505,000 and $21,793,000 for the prior year. The
increase in sales is attributable to the acquisition of Davy on
August 2, 1999 which had sales of $7,117,000 for the two months
ended September 30, 1999. Lower selling prices and reduced demand
for forged hardened steel rolls offset this increase. Earnings
for this segment decreased for the nine and three months by 30.4%
and 23.1%,respectively, to $8,059,000 and $2,663,000 compared with
$11,585,000 and $3,461,000 for the prior year. Margins were
reduced as competitive pressures in both the domestic and export
markets resulted in lower selling prices. In addition, operating
levels were reduced in the 1999 period compared to those of a year
ago. Earnings of the Belgium operations have been negatively
impacted by the strength of the dollar which has increased the
cost of importing forgings causing margin erosion. Davy's
earnings for the two months ended September 30, 1999 approximated
$200,000.
Air and Liquid Processing. Sales for the Air and Liquid
Processing segment improved for the nine and three month periods
of 1999 by 19.7% and 16.8%, respectively, to $54,549,000 and
$18,509,000. This compares with $45,588,000 and $15,849,000 for
the comparable 1998 periods. Year-to-date sales were higher for
each of the operations, particularly at the air handling system
operations which is benefitting from improved activity in the
industrial construction markets and at the heat exchange coil
operations due to an increase in demands. Sales for the quarter
were higher as a result of an improvement in sales of large
industrial coils. Earnings for this segment increased for the
nine and three month periods of 1999 to $6,318,000 and $2,404,000,
respectively, in comparison to $3,090,000 and $762,000 for the
same periods in 1998. Improved margins earned by the pumps
operation and improved margins and higher production volumes
achieved by the air handling system operations account for the
year-to-date increase and increased production volume by the heat
exchange coil operations account for the quarter increase.
Plastics Processing Machinery. Sales for the Plastics Processing
Machinery segment for the nine and three month periods of 1999
decreased by 6.9% and 7.5%, respectively, to $27,343,000 and
$7,801,000. This compares with $29,358,000 and $8,438,000 for
1998. Earnings decreased for the nine and three month periods of
1999 by 33.4% and 53.2% to $2,289,000 and $261,000 compared to
$3,438,000 and $558,000 for the comparable prior year periods.
The decline in sales and earnings occurred principally at both of
the Corporation's heat transfer roll operations which have been
impacted by reduced demand in its markets.
Other Income (Expense). Other income (expense) for the nine and
three month periods of 1999 of $(13,000) and $(41,000),
respectively, reflects lower interest earnings on cash balances
and losses on foreign exchange transactions compared to foreign
exchange gains included in 1998's other income of $387,000 and
$132,000 for the same periods in 1998.
- 11 -
Net Income. As a result of all of the above, the Corporation had
net income for the nine and three months of 1999 of $10,873,000
and $3,467,000, respectively. This compares with $12,155,000 and
$3,273,000 for the 1998 comparable periods.
Liquidity and Capital Resources
Net cash flows from operating activities were positive for 1999 at
$16,925,000 and compare with positive cash flows of $20,625,000
for 1998. The difference in cash flows between the two periods
results from a $1,447,000 decrease in income from operations in
1999 and changes in working capital requirements (principally
inventories which increased in 1999 and contributions to the non-
qualified defined benefit plan).
Net cash outflows from investing activities were $31,427,000 in
1999 and compare with cash outflows of $6,387,000 in 1998. The
Corporation paid approximately $23,600,000 for Davy, which was
financed from available cash and cash equivalents. In addition,
capital expenditures for 1999, net of reimbursement from
previously issued industrial revenue bonds, totaled $8,237,000
compared to $6,436,000 in 1998. Capital expenditures carried
forward from September 30, 1999 total $7,958,000. Funds on-hand
and funds generated by future operations are expected to be
sufficient to finance capital expenditure requirements.
Cash flows from financing activities in 1999 include the issuance
of $2,075,000 of tax-exempt industrial revenue bonds, the proceeds
of which were used for plant expansion and equipment at the
Corporation's heat exchange coil operation in Lynchburg, Virginia.
Cash outflows with respect to financing activities in 1999 reflect
an increase in the quarterly dividend rate to $.10 per share
compared to $.09 per share in 1998.
The Corporation maintains short-term lines of credit in excess of
the cash needs of its businesses. The total available at
September 30, 1999 was approximately $15,000,000. The Corporation
did not renew the $7.5 million revolving credit agreement at
September 30, 1999.
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.
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.
- 12 -
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.
Impact of Year 2000
The Year 2000 issue is the result of computer programs that were
written using two digits rather than four to define the applicable
year. If the Corporation's computer programs or other equipment
with date-sensitive functions are not Year 2000 compliant, they
may recognize a date using "00" as the Year 1900 rather than the
Year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions
or engage in normal business activities.
Generally, each of the Corporation's subsidiaries maintains its
own data processing equipment and software. To ensure that their
operations will not be adversely impacted by Year 2000 software
failures, project teams have been formed at each subsidiary to
address Year 2000 risks. The project teams have coordinated the
identification and implementation of changes to computer hardware
and software applications to ensure availability and integrity of
the Corporation's information systems and the reliability of its
operational systems and manufacturing processes.
Each subsidiary has reviewed its information and operational
systems and manufacturing processes to identify those products,
services or systems that are not Year 2000 compliant. As a result
of these reviews, it was determined necessary to modify or replace
certain information and operational systems so they are Year 2000
compliant. These modifications and replacements have been made in
conjunction with the Corporation's overall systems initiatives.
It is difficult to break out the total cost of Year 2000
compliance; however, the combined cost of such compliance, system
upgrades, principally software, and setting up a stand-alone
system at a subsidiary currently integrated into an unrelated
business subsidiary system, is less than $1,000,000.
The majority of this cost is for system upgrade and replacement
software which has been installed and tested and is operational.
The Corporation estimates its Year 2000 efforts are complete,
subject only to ongoing system testing. Based on available
information, the Corporation does not believe any material
exposure to significant business interruption exists as a result
of Year 2000 compliance issues.
- 13 -
The Corporation also faces some risk to the extent that customers
or suppliers of products, services and systems purchased by the
Corporation do not comply with Year 2000 requirements. The
Corporation continues to evaluate the status of significant
suppliers and customers to determine the extent to which the
Corporation is vulnerable to these third parties' failure to
remediate their own Year 2000 issues.
Having completed our identification, assessment and implementation
of major projects, our "worst-case scenario" would be a failure of
multiple significant suppliers to supply raw materials or provide
services for a prolonged period of time that would materially
impair our ability to ship product in a timely and reliable manner
to our customers. Although the occurrences of this scenario could
have a material adverse effect on the Corporation, we do not have
a basis to determine at this time whether such a scenario is
reasonably likely to occur. We believe that suppliers and
customers present the area of greatest risk to disruption of our
operations because of our limited ability to influence actions of
third parties or to estimate the level and impact of their
noncompliance throughout the extended supply chain. The
contingency plans for our suppliers and customers include,
primarily (1) booking orders and manufacturing and shipping
products before anticipated business disruptions and (2) using
alternative suppliers. We believe the breadth of the
Corporation's customer base and availability of alternative
suppliers will mitigate the risks associated with third party
issues.
The descriptions herein of the elements of the Corporation's Year
2000 effort are forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Of necessity,
this effort is based on estimates and there can be no assurance
that actual results will not materially differ from expectations.
- 14 -
PART II - OTHER INFORMATION
AMPCO-PITTSBURGH CORPORATION
Item 1. Legal Proceeding
As previously reported, Greenlease Holding Company, a
former operating subsidiary (f/k/a Greenville Steel Car
Company), had been designated as a Potentially Responsible
Party in connection with contamination at the River Road
Landfill in Mercer County, Pennsylvania. Waste
Management, the owner of the site, had alleged that
Greenlease Holding Company was liable for approximately
$200,000 of the cleanup cost. All claims against the
subsidiary have now been settled for less than that amount
by agreement dated September 9, 1999 with Waste Management
and by the signing of a Consent Decree with the United
States Environmental Protection Agency.
The Corporation also previously reported a lawsuit
commenced in 1991 against the Corporation and its
subsidiary, Vulcan, Inc., arising out of the filing of a
petition under Chapter 11 of the United States Bankruptcy
Code in 1990 by Valley-Vulcan Mold Company, a partnership
of which Vulcan was a 50% General Partner. The lawsuit,
Official Unsecured Creditors Committee of Valley-Vulcan
Mold Company v. Microdot, Inc., Valley Mould Corporation,
Ampco-Pittsburgh Corporation and Vulcan, Inc., was tried
in 1993 and the Court denied all claims against the
Corporation and all claims against Vulcan, except for its
liability as a general partner. The plaintiffs appealed
this decision to the United States District Court, which,
upon stipulation of the parties, ordered the appeal
transferred to the Bankruptcy Appellate Panel for the
Sixth Circuit ( BAP ). In August, 1999, the BAP affirmed
the Decision and Order of the lower court. The plaintiffs
have now filed an appeal with the United States Court of
Appeals for the Sixth Circuit.
Items 2-5. None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Articles of Incorporation and By-laws
(a) Articles of Incorporation
Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended March 31,
1983; the Quarterly Report on Form 10-Q for the
- 15-
quarter ended March 31, 1984; the Quarterly
Report on Form 10-Q for the quarter ended March
31, 1985; the Quarterly Report on Form 10-Q for
the quarter ended March 31, 1987; and the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.
(b) By-laws
Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1994 and the Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996.
4. Instruments defining the rights of securities holders
(a) Rights Agreement between Ampco-Pittsburgh
Corporation and Chase Mellon Shareholder Services
dated as of September 28, 1998.
Incorporated by reference to the Form 8-K Current
Report dated September 28, 1998.
10. Material Contracts
(a) 1988 Supplemental Executive Retirement Plan
Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended March 31,
1996.
(b) Severance Agreements between Ampco-Pittsburgh
Corporation and certain officers and employees of
Ampco-Pittsburgh Corporation.
Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1988; the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994; the Annual
Report on Form 10-K for fiscal year ended
December 31, 1994; the Quarterly Report on Form
10-Q for the quarter ended September 30, 1997;
the Annual Report on Form 10-K for the fiscal
year ended December 31, 1998; and the Quarterly
Report on Form 10-Q for the quarter ended June
30, 1999.
(c) 1997 Stock Option Plan
Incorporated by reference to the Proxy Statement
dated March 14, 1997.
27. Financial Data Schedule
- 16 -
(b) Reports on Form 8-K
None
- 17 -
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: November 11, 1999 BY: s/Robert A. Paul
Robert A. Paul
President and
Chief Executive Officer
DATE: November 11, 1999 BY: s/Marliss D. Johnson
Marliss D. Johnson
Vice President
Controller and Treasurer
- 18 -
<TABLE> <S> <C>
<CAPTION>
EXHIBIT 27
EXHIBIT 27
<S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 17,930,964
<SECURITIES> 0
<RECEIVABLES> 46,361,427
<ALLOWANCES> 1,058,898
<INVENTORY> 48,763,860
<CURRENT-ASSETS> 116,222,558
<PP&E> 166,312,287
<DEPRECIATION> (78,732,700)
<TOTAL-ASSETS> 232,171,854
<CURRENT-LIABILITIES> 36,868,254
<BONDS> 14,661,000
0
0
<COMMON> 9,590,121
<OTHER-SE> 142,216,686
<TOTAL-LIABILITY-AND-EQUITY> 232,171,854
<SALES> 150,188,978
<TOTAL-REVENUES> 150,736,442
<CGS> 105,818,439
<TOTAL-COSTS> 133,523,263
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 560,176
<INCOME-PRETAX> 16,653,003
<INCOME-TAX> 5,780,000
<INCOME-CONTINUING> 10,873,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,873,003
<EPS-BASIC> 1.13
<EPS-DILUTED> 1.13
</TABLE>
