Exhibit 99.3
FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS
AMPCO-PITTSBURGH CORPORATION
AMPCO-PITTSBURGH CORPORATION
Units
Offered Pursuant to Subscription Rights
Distributed to Shareholders
of
AMPCO-PITTSBURGH CORPORATION
Offered Pursuant to Subscription Rights
Distributed to Shareholders
of
AMPCO-PITTSBURGH CORPORATION
, 2020
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering by AMPCO-PITTSBURGH CORPORATION, a Pennsylvania corporation (“we,” “us,” “our,” or the “Company”), of units (the “Units” and each, a “Unit”), each Unit consisting of share(s) of common stock of the Company, par value $1.00 per share (“Common Stock”) and a Series A warrant exercisable for shares of Common Stock at an exercise price of $ (the “Warrants” and each, a “Warrant”), pursuant to non-transferable subscription rights distributed to all shareholders of record of the Company (the “Recordholders”) at 5:00 p.m., Eastern Time, August 17, 2020 (the “Record Date”). The subscription rights, Units, Common Stock and Warrants are described in the prospectus dated (the “Prospectus”). Any prospective purchaser of Units pursuant to the exercise of the subscription rights should read the Prospectus, including without limitation the risk factors contained therein, prior to making any decision to invest in the Company.
In the rights offering, we are offering the rights to purchase an aggregate of up to of Units, as described in the Prospectus. The subscription rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on September 16, 2020 (as it may be extended, the “Expiration Date,” and such time, the “Expiration Time”).
As described in the Prospectus, each holder of Common Stock registered in your name or the name of your nominee is receiving, at no charge, non-transferable subscription rights (each, a “Basic Subscription Right”) entitling holders of Common Stock to purchase a number of units equal to the number of shares of Common Stock held by that holder as of 5:00 p.m., Eastern Time, on the Record Date. Each Basic Subscription Right will allow the holder thereof to subscribe for one Unit per shares of Common Stock held at a cash price per Unit of . Fractional Units will not be sold.
In the event that Recordholder purchases all Units available to it pursuant to its Basic Subscription Rights, Recordholder may also exercise an over-subscription privilege (the “Over-Subscription Privilege,” collectively with the Basic Subscription Rights, the “Subscription Rights”) to purchase a portion of Units that are not purchased by other Recordholders through the exercise of their Basic Subscription Rights (the “Unsubscribed Units”), subject to availability. If the number of Units remaining after the exercise of all Basic Subscription Rights is not sufficient to satisfy all requests for Units pursuant to Over-Subscription Privilege, we will allocate the available Units pro rata among rights holders in proportion to the number of over-subscription Units for which they have subscribed. The Subscription Agent will determine the over-subscription allocation based on the formula described above.
Each Recordholder will be required to submit payment in full for all the Units it wishes to buy with its Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Units prior to the Expiration Time, if Recordholder wishes to maximize the number of Units Recordholder may purchase pursuant to its Over-Subscription Privilege, the Recordholder will need to deliver payment in an amount equal to the aggregate subscription price for the maximum number of Units available to Recordholder, assuming that no shareholders other than the Recordholder has purchased any Units pursuant to the Basic Subscription Rights and Over-Subscription Privilege. To the extent Recordholder’s aggregate subscription payment for the actual number of unsubscribed units available to Recordholder pursuant to the over-subscription privilege is less than the amount actually paid in connection with the exercise of the over-subscription privilege, Recordholder will be allocated only the number of unsubscribed units available to Recordholder, and any excess subscription payment will be promptly returned to Recordholder, without interest or deduction, after the expiration of this offering.
Only whole numbers of shares of common stock and Series A warrants exercisable for whole numbers of shares will be issuable to you in this offering; any right to a fractional share to which you would otherwise be entitled will be terminated, without consideration to you.