Item 7.01.

On June 2, 2020, Ampco-Pittsburgh Corporation (the “Corporation”) issued a press release announcing it is contemplating a rights offering that would, when initiated, involve the issuance to its shareholders (as of a future record date) of a dividend of rights and potential over-subscription rights to purchase shares of its capital stock or potentially other securities. The offering of the securities would be made to a registration statement on Form S-1 filed with the Securities and Exchange Commission (“SEC”).

The Corporation plans to “test the waters” to gauge market demand for its contemplated rights offering prior to filing the registration statement with the SEC. No money or other consideration is being solicited at this time, and if sent in response, will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the registration statement is filed with the SEC and declared effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the effective date of the registration statement.

A copy of the press release is attached hereto. The information in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:

99.1    Press release dated June 2, 2020

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EX-99.1 2 d929473dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   Contact: Michael G. McAuley Senior Vice President,…
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Ampco-Pittsburgh Corporation is engaged in manufacturing and selling specialty metal products and customized equipment utilized by industry throughout the world. The Company operates through two segments: the Forged and Cast Engineered Products segment, and the Air and Liquid Processing segment. The Forged and Cast Engineered Products segment consists of Union Electric Steel Corporation (Union Electric Steel or UES) and Union Electric Steel UK Limited (UES-UK). The Air and Liquid Processing segment includes Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation (Air and Liquid), a subsidiary of the Company. Union Electric Steel produces ingot and forged products that service a range of industries across the globe. UES-UK produces cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills in a range of iron and steel qualities.

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