SEC Form SC 13D/A filed by Ampco-Pittsburgh Corporation (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No.1)¹

Ampco-Pittsburgh Corporation

(Name of Issuer)

Common Stock, $1.00 par value

(Title of Class of Securities)

032037103

(CUSIP Number)

FREDERICK DISANTO

C/O ANCORA HOLDINGS GROUP, LLC

6060 Parkland Boulevard, Suite 200

Cleveland, Ohio 44124

(216) 825-4000

STEVE WOLOSKY

SEBASTIAN ALSHEIMER

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 10, 2022

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

¹              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 Exchange Act of 1934 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).

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On February 10, 2022, the Reporting Persons and certain of their affiliates (collectively, “Ancora”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, the Issuer appointed (i) Laurence E. Paul and William K. Lieberman as members of the class of directors with a term expiring at the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”), and (ii) Frederick D. DiSanto and Darrell M. McNair (the “Ancora Appointees”) to the Board as members of the class of directors with a term expiring at the 2023 annual meeting of shareholders (the “2023 Annual Meeting”). Further, for so long as Ancora continues to beneficially own at least 4% of the Issuer’s then issued and outstanding common stock (the “Four Percent Threshold”) and prior to the expiration of the Standstill Period (as defined below), the Issuer agreed not to increase the size of the Board beyond eleven (11) members. In the event that Ancora ceases to satisfy the Four Percent Threshold, Mr. DiSanto shall resign from the Board and all applicable committees.

Under the Cooperation Agreement, the Board has agreed to take all necessary actions to form an advisory committee to the Board, named the Business Improvement Advisory Committee of the Board (the “Business Improvement Advisory Committee”), to support and make recommendations to the Board regarding business improvements and enhancements for the Issuer. The Business Improvement Advisory Committee shall be composed of six members of the Board, including the Ancora Appointees, one of whom shall serve as Chairman of the Committee, and four other members of the Board, including James J. Abel, J. Brett McBrayer, and two other directors who were members of the Board prior to the Cooperation Agreement.

Pursuant to the Cooperation Agreement, Ancora is subject to certain customary standstill restrictions from the date of the Cooperation Agreement until the earlier of (i) 30 days prior to the deadline for the submission of shareholder nominations for the 2023 Annual Meeting pursuant to the Issuer’s Amended and Restated Bylaws, and (ii) the date that is 100 days prior to the first anniversary of the 2022 Annual Meeting (the “Standstill Period”). During the Standstill Period, Ancora has agreed to vote its shares of Common Stock in favor of recommendations of the Board with respect to (i) the election, removal and/or replacement of directors (a “Director Proposal”), (ii) the ratification of the appointment of the Issuer’s independent registered public accounting firm and (iii) any other proposal submitted to the Issuer’s shareholders, in each case as such recommendation of the Board is set forth in the applicable definitive proxy statement filed in respect thereof; provided, however, that in the event Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) make a recommendation that differs from the recommendation of the Board with respect to any proposal submitted to the shareholders at any meeting of the Issuer’s shareholders (other than Director Proposals), Ancora is permitted to vote in accordance with the ISS and Glass Lewis recommendation; provided, further, that Ancora shall be entitled to vote in its sole discretion with respect to any publicly announced proposal relating to a merger, acquisition, or disposition of all or substantially all of the assets of the Issuer. During the Standstill Period, Ancora also agreed not to acquire beneficial ownership of more than 9.9% of the outstanding shares of Common Stock and not to sell nor agree to sell, directly or indirectly, any securities of the Issuer to any person or entity that is not a party to the Cooperation Agreement, Board member, officer of the Issuer or an affiliate of Ancora, unless such transaction was an open market sale where the identity of the purchaser is not known.

Item 6 is hereby amended to add the following:

On February 10, 2022, the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2022