UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 *
(AMENDMENT NO. 32)*
AMPCO-PITTSBURGH CORPORATION
----------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
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(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)
NOVEMBER 29, 2000
-------------------
(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-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
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
NUMBER OF 2,351,289
SHARES
BENEFICIALLY OWNED 8 SHARE VOTING POWER
BY EACH REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
2,351,289
10 SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,351,289
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.2%
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
NUMBER OF 335,000
SHARES
BENEFICIALLY OWNED 8 SHARE VOTING POWER
BY EACH REPORTING
PERSON 2,352,555
WITH
9 SOLE DISPOSITIVE POWER
335,000
10 SHARED DISPOSITIVE POWER
2,352,555
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,687,555
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
14. TYPE OF REPORTING PERSON
IN
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<PAGE>
This statement constitutes Amendment No. 32 to a Statement on Schedule
13D, as amended by Amendments No. 1-31 (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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by adding the following:
The funds used in making acquisitions of Common Shares since the
previous amendment of the Schedule 13D amounted to $1,101,951.35 (including
commissions) and came from the general funds of The Louis Berkman Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a) As of the close of business on November 30, 2000, the
Reporting Persons beneficially owned an aggregate of 2,687,555 Common Shares,
which constitutes approximately 27.6% of the outstanding Common Shares based on
9,602,621 Common Shares outstanding according to the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2000. The Reporting Persons
beneficially own these securities as follows:
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<PAGE>
NAME SHARES OWNED
---- ------------
The Louis Berkman Company 2,351,289
Louis Berkman 336,266(1)(2)
---------
Total 2,687,555(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 164,155 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 120,000 Common Shares.
(3) Includes options to purchase 120,000 Common Shares. Excludes 2,351,289
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 2,351,289 which it owns directly. Louis Berkman has sole voting
and dispositive powers over the 335,000 Common Shares which he beneficially owns
directly. Because of 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
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<PAGE>
The Louis and Sandra Berkman Foundation. Robert A. Paul has sole voting and
dispositive powers over the 162,889 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
---------- -------------------------
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PRICE PER SHARE
TRANSACTION DATE NUMBER OF SHARES PURCHASED (EXCLUDING COMMISSION)
---------------- -------------------------- ---------------------
--------------------------------------------------------------------------------
10/27/00 4,000 $ 9.4375
11/1/00 6,000 $10.25
11/6/00 200 $10.6875
11/7/00 1,700 $10.6875
11/9/00 6,000 $11.00
11/10/00 2,300 $11.00
11/14/00 1,700 $10.875
11/22/00 1,000 $11.00
11/24/00 1,600 $10.75
11/27/00 4,700 $10.75
11/29/00 5,000 $11.00
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(d) Not applicable.
(e) Not applicable.
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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: December 1, 2000
/s/ Louis Berkman
---------------------------------------
Louis Berkman
THE LOUIS BERKMAN COMPANY
/s/ Louis Berkman
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By: Louis Berkman, President
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