UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMPCO-PITTSBURGH CORPORATION
(Name of Subject Company and Filing Person (Offeror))
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
032037 103
(CUSIP Number of Common Stock Underlying Warrants)
Michael G. McAuley
Senior Vice President, Chief Financial Officer & Treasurer
AMPCO-PITTSBURGH CORPORATION
726 Bell Avenue, Suite 301
Carnegie, Pennsylvania 15106
Telephone: (412) 456-4418
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
WITH A COPY TO:
Jeremiah G. Garvey
Seth H. Popick
Cozen O’Connor P.C.
One Oxford Center
301 Grant Street, 41st Floor
Pittsburgh, Pennsylvania 15229
Telephone: (412) 620-6500
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
INTRODUCTORY STATEMENT
This Amendment No. 3 (“Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Corporation”), on May 31, 2022 (the “Original Schedule TO”) and amended on June 29, 2022 and July 18, 2022 (as further amended hereby, the “Schedule TO”), in connection with its offer to exercise, on the terms and subject to the conditions set forth in the Offer to Exercise, dated May 31, 2022 (as it may be supplemented and amended from time to time, the “Offer to Exercise”), and the related offering documents (as they may be supplemented and amended from time to time, and together with the Offer to Exercise, the “Offering Documents”). For a limited time the Offering Documents allowed holders of the Corporation’s 11,050,247 outstanding Series A Warrants (collectively, the “Series A Warrants”) to purchase up to 4,932,830 shares of the Corporation’s common stock, $1.00 par value per share (the “Common Stock”), which were initially issued in the Corporation’s rights offering that closed September 22, 2020 at a temporarily reduced price. Each such Series A Warrant is exercisable to acquire 0.4464 shares of Common Stock at an exercise price of $2.5668 per Series A Warrant (or $5.75 per whole share of Common Stock under the Series A Warrant) but through the offer to exercise, the Corporation offered the holders of the Series A Warrants, upon terms and subject to the conditions set forth in the Offer to Exercise, the opportunity to exercise the Series A Warrants at the temporarily reduced exercise price of $1.7856 per Series A Warrant (or $4.00 per whole share of Common Stock).
The purpose of this Amendment is to amend and supplement the Schedule TO with respect to Items 4, 8, 11 and 12 only. Except as amended or supplemented hereby to the extent specifically provided herein, all terms of the Offer to Exercise and all other disclosures set forth in the Schedule TO and the Offering Documents remain unchanged. This Amendment should be read in conjunction with the Schedule TO and the Offering Documents.
This Amendment is the final amendment to the Schedule TO and is being filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) under the Exchange Act.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO his hereby amended and supplemented by adding the following text thereto:
(c) The Offer to Exercise expired at 11:59 p.m. Eastern Time on the evening of July 15, 2022 (the “Expiration Date”). 108,375 Series A Warrants to purchase an aggregate of 48,374 shares of Common Stock were tendered and exercised for aggregate gross proceeds to the Corporation of $193,496, before deducting information agent fees and other expenses. Series A Warrants that were not tendered and exercised remain in effect at the original exercise prices of $5.75 per share of Common Stock and $2.5668 per Series A Warrant, respectively.
ITEM 8. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY
Item 8 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
(c) The Corporation accepted an aggregate of 82,003 Series A Warrants, for gross proceeds of $146,424 from such participating executive officers and directors.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby supplemented by adding the following:
On July 22, 2022, the Corporation issued a press release announcing the final results of the Offer to
Exercise which expired at 11:59 p.m. Eastern Time, on July 15, 2022. A copy of the press release is filed as Exhibit
(a)(5)(F) to this Amendment and is incorporated by reference herein.
ITEM 12. EXHIBITS
| Exhibit | Description | |
| (a) | (5)(F)*Press release dated July 22, 2022. | |
| * | Filed herewith. | |
SIGNATURES
After due 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 July 22, 2022 | AMPCO-PITTSBURGH CORPORATION | |||||
| By: | /s/ Michael G. McAuley | |||||
| Name: | Michael G. McAuley | |||||
| Title: | Senior Vice President, Chief Financial Officer, Treasurer | |||||
