FORM 1O-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-898.
AMPCO-PITTSBURGH CORPORATION
Incorporated in Pennsylvania.
I.R.S. Employer Identification No. 25-1117717.
600 Grant Street, Pittsburgh, Pennsylvania 15219
Telephone Number 412/456-4400
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods that the registrant was
required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
On May 10, 2002, 9,632,497 common shares were outstanding.
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AMPCO-PITTSBURGH CORPORATION
INDEX
Page No.
Part I - Financial Information:
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets -
March 31, 2002 and December 31, 2001 3
Consolidated Statements of Operations-
Three Months Ended March 31, 2002 and 2001 4
Condensed Consolidated Statements of Cash Flows
- -
Three Months Ended March 31, 2002 and 2001 5
Notes to Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11
Item 3 - Quantitative and Qualitative
Disclosures
About Market Risk 14
Part II - Other Information:
Item 6 - Exhibits and Reports on Form 8-K 15
Signatures 17
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PART I - FINANCIAL INFORMATION
AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, December 31,
2002 2001
Assets
Current assets:
Cash and cash equivalents $ 14,914,901 $ 13,514,299
Receivables, less allowance for
doubtful accounts of $1,595,535 in
2002 and $1,450,868 in 2001 44,519,985 45,506,326
Inventories 47,190,649 47,277,939
Other 8,149,325 8,373,626
Total current assets 114,774,860 114,672,190
Property, plant and equipment, at cost:
Land and land improvements 4,994,028 4,994,502
Buildings 28,910,256 28,921,801
Machinery and equipment 143,174,457 140,975,589
177,078,741 174,891,892
Accumulated depreciation (91,345,295) (88,657,860)
Net property, plant and
equipment 85,733,446 86,234,032
Prepaid pensions 27,817,687 27,527,527
Goodwill 2,694,240 7,146,440
Other noncurrent assets 6,104,232 5,990,769
$237,124,465 $241,570,958
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt $ 1,350,000 $ 1,350,000
Accounts payable 13,525,816 13,738,636
Accrued payrolls and employee benefits 8,155,151 7,596,900
Other 11,644,425 12,438,576
Total current liabilities 34,675,392 35,124,112
Employee benefit obligations 16,829,417 16,951,050
Deferred income taxes 17,377,425 18,404,400
Industrial Revenue Bond debt 13,311,000 13,311,000
Other noncurrent liabilities 285,314 373,551
Total liabilities 82,478,548 84,164,113
Shareholders' equity:
Preference stock - no par value;
authorized 3,000,000 shares: none
issued - -
Common stock - par value $1; authorized
20,000,000 shares; issued and
outstanding 9,608,897 in 2002
and 2001 9,608,897 9,608,897
Additional paid-in capital 102,790,603 102,790,603
Retained earnings 44,923,359 47,559,557
Accumulated other comprehensive loss (2,676,942) (2,552,212)
Total shareholders' equity 154,645,917 157,406,845
$237,124,465 $241,570,958
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31,
2002 2001
Net sales $ 54,698,356 $ 56,167,784
Operating costs and expenses:
Cost of products sold
(excluding depreciation) 42,661,317 42,771,774
Selling and administrative 7,549,244 7,953,664
Depreciation 2,052,046 2,084,463
Restructuring charge - 6,920,000
Total operating expense 52,262,607 59,729,901
Income (loss) from operations 2,435,749 (3,562,117)
Other income (expense):
Interest expense (71,484) (184,516)
Other - net (173,643) (204,826)
(245,127) (389,342)
Income (loss) before income taxes 2,190,622 (3,951,459)
Income tax provision (benefit) 972,000 (1,251,000)
Net income (loss) before cumulative
effect of accounting change for
goodwill 1,218,622 (2,700,459)
Cumulative effect of accounting change
for goodwill, net of income taxes
of $1,558,269 (2,893,931) -
Net loss $ (1,675,309) $ (2,700,459)
Basic and diluted earnings per
common share:
Net income (loss) before cumulative
effect of accounting change for
goodwill $ 0.13 $ (0.28)
Cumulative effect of accounting
change for goodwill $ (0.30) $ -
Net loss $ (0.17) $ (0.28)
Cash dividends declared per share $ 0.10 $ 0.10
Weighted average number of
common shares outstanding 9,608,897 9,602,621
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended March 31,
2002 2001
Net cash flows provided by operating
activities $ 4,014,373 $ 7,908,843
Cash flows from investing activities:
Purchases of property, plant and
equipment (1,589,872) (2,263,427)
Net cash flows (used in) investing
activities (1,589,872) (2,263,427)
Cash flows from financing activities:
Repayment of note payable to bank - (2,000,000)
Dividends paid (960,890) (960,064)
Net cash flows (used in) financing
activities (960,890) (2,960,064)
Effect of exchange rate changes on cash
and cash equivalents (63,009) (632,301)
Net increase in cash and cash equivalents 1,400,602 2,053,051
Cash and cash equivalents at beginning
of period 13,514,299 17,861,531
Cash and cash equivalents at end of
period $ 14,914,901 $ 19,914,582
Supplemental information:
Income tax payments $ 116,107 $ 349,081
Interest payments $ 83,694 $ 208,105
See Notes to Consolidated Financial Statements.
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AMPCO-PITTSBURGH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Consolidated Financial Statements
The consolidated balance sheet as of March 31, 2002, the
consolidated statements of operations for the three
months ended March 31, 2002 and 2001 and the condensed
consolidated statements of cash flows for the three
months ended March 31, 2002 and 2001 have been prepared
by Ampco-Pittsburgh Corporation (the Corporation)
without audit. In the opinion of management, all
adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial
position, results of operations and cash flows for the
periods presented have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. These consolidated financial
statements should be read in conjunction with the
consolidated financial statements and notes thereto
incorporated by reference in the Corporation's annual
report to shareholders on Form 10-K for the year ended
December 31, 2001. The results of operations for the
three months ended March 31, 2002 are not necessarily
indicative of the operating results expected for the
full year.
2. Restructurings
In 2001, the Corporation undertook a review of its
global roll-making capacity and recorded a pre-tax
charge of $6,920,000 in the first quarter of 2001 for
costs associated with the permanent closure of its plant
in Belgium and, in the second quarter 2001, recorded a
pre-tax charge of $360,000 related to a workforce
reduction at its facility in England. At December 31,
2001, outstanding restructuring costs, excluding pension-
related liabilities which were reclassified to employee
benefit obligations, approximated $1,830,000 including
employee severance of $914,000, costs associated with
the disposition of the remaining assets of $571,000, and
various other costs of $345,000. During the first
quarter of 2002, approximately $223,000 had been
incurred of which $219,000 related to employee
severance. Accordingly, at March 31, 2002, outstanding
restructuring costs approximated $1,607,000 including
employee severance of $695,000, costs associated with
the disposition of the remaining assets of $543,000, and
various other costs of $369,000. It is expected that
the majority of the outstanding obligations will be paid
during the second and third quarters of 2002.
3. Goodwill
Effective January 1, 2002, the Corporation adopted the
provisions of Statement of Financial Accounting Standard
(SFAS) No. 142, "Goodwill and Other Intangible Assets".
SFAS No. 142 requires that goodwill no longer be
amortized but instead tested for impairment at least
annually. In addition, SFAS No. 142 requires recognized
intangible
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assets to be amortized over their respective estimated
useful lives and reviewed for impairment. Any
recognized intangible asset determined to have an
indefinite useful life will not be amortized, but
instead tested for impairment annually until its life is
determined to no longer be indefinite.
In accordance with the requirements of SFAS No. 142, the
Corporation tested the goodwill attributable to each of
its reporting units for impairment as of January 1,
2002. The Corporation's reporting units are the major
product lines comprising its reportable business
segments. Fair value was estimated using discounted
cash flow methodologies and market comparable
information. As a result, $4,452,000 of goodwill
specific to the Plastics Processing Machinery segment
was written off and is recorded as a cumulative effect
of accounting change, net of income taxes, in the
accompanying consolidated statements of operations. The
impairment arises from the severe downturn in the
plastics processing industry resulting in reduced
selling prices and a significant reduction in demand.
The Corporation will test remaining goodwill for
impairment annually in connection with its strategic
planning process. The Corporation does not have any
other material intangible assets.
Included in income (loss) from operations for the three
months ended March 31, 2001 was goodwill amortization of
approximately $73,000. The following information
reconciles previously reported net loss and earnings per
common share to the amounts adjusted for the exclusion
of goodwill amortization.
(in thousands)
Three Months Ended
March 31,
2002 2001
Net loss, as reported $(1,675) $(2,700)
Add goodwill amortization, net of tax - 47
Net loss, as adjusted $(1,675) $(2,653)
Basic and diluted earnings per
common share, as reported $(0.17) $(0.28)
Goodwill amortization, net of tax - -
Basic and diluted earnings
per common share, as adjusted $(0.17) $(0.28)
The changes in the carrying amount of goodwill for the
three months ended March 31, 2002 are as follows:
(in thousands)
Air and Plastics
Liquid Processing
Processing Machinery Total
Goodwill as of December 31, 2001 $2,694 $4,452 $7,146
Writeoff of goodwill - 4,452 4,452
Goodwill as of March 31, 2002 $2,694 $ - $2,694
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4. Inventories
At March 31, 2002 and December 31, 2001, approximately
73% of the inventories are valued on the LIFO method,
with the remaining inventories being valued on the FIFO
method. Inventories are comprised of the following:
(in thousands)
March 31, December 31,
2002 2001
Raw materials $13,968 $14,853
Work-in-process 23,307 20,915
Finished goods 5,162 6,699
Supplies 4,754 4,811
$47,191 $47,278
5. Other Liabilities
Other liabilities are comprised of the following:
(in thousands)
March 31, December 31,
2002 2001
Customer-related $ 2,820 $ 3,848
Restructuring 1,607 1,830
Other 7,217 6,761
$11,644 $12,439
6. Comprehensive Loss
The Corporation's comprehensive loss for the three
months ended March 31, 2002 and 2001 consisted of:
(in thousands)
Three Months
Ended March 31,
2002 2001
Net loss $(1,675) $(2,700)
Foreign currency translation (467) (1,656)
Unrealized holding gains (losses)
on marketable securities 157 (253)
Change in fair value of derivatives 185 (139)
Comprehensive loss $(1,800) $(4,748)
7. Earnings Per Share
Basic earnings per share are computed by dividing each
net income (loss) before cumulative effect of accounting
change for goodwill, cumulative effect of accounting
change for goodwill, and net loss by the weighted
average number of common shares outstanding for the
period. The weighted average number of common shares
outstanding for the three month periods ended March 31,
2002 and 2001 equaled 9,608,897 and 9,602,621 shares,
respectively.
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The computation of diluted earnings per share is similar
to basic earnings per share except that the denominator
is increased to include the dilutive effect of the net
additional common shares that would have been
outstanding assuming exercise of outstanding stock
options, calculated using the treasury stock method.
The weighted average number of common shares outstanding
assuming exercise of the stock options was 9,629,366 and
9,648,052 shares for the three month periods ended March 31,
2002 and 2001, respectively.
8. Business Segments
Presented below are the net sales and income (loss)
before taxes for the Corporation's three business
segments.
(in thousands)
Three Months Ended
March 31,
2002 2001
Net Sales:
Forged and Cast Rolls $24,549 $24,178
Air and Liquid Processing 24,069 23,715
Plastics Processing Machinery 6,080 8,275
Total Reportable Segments $54,698 $56,168
Income (loss) before taxes:
Forged and Cast Rolls $ 211 $ (6,127)
Air and Liquid Processing 2,628 2,503
Plastics Processing Machinery (403) 62
Total Reportable Segments 2,436 (3,562)
Other expense - net (245) (389)
Total $ 2,191 $ (3,951)
Income (loss) before taxes for the three months ended
March 31, 2001 for the Forged and Cast Rolls segment
includes a restructuring charge of $6,920,000.
9. Litigation and Environmental Matters
The Corporation is from time to time subject to routine
litigation incidental to its business, including alleged
exposure to asbestos-containing components in certain
products. The Corporation believes it has appropriate
insurance coverage and/or meritorious defenses and
believes that the results of pending legal proceedings
will not have a material adverse effect on the financial
condition, results of operations or liquidity of the
Corporation.
With respect to environmental matters, the Corporation
is currently performing certain remedial actions in
connection with sale of real estate previously owned by
discontinued operations and has been named a Potentially
Responsible Party at one third-party landfill site used
by a division which was previously sold.
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Environmental exposures are difficult to assess and
estimate for numerous reasons including lack of reliable
data, the multiplicity of possible solutions, the years
of remedial and monitoring activity required, and
identification of new sites. While it is not possible to
quantify with certainty the environmental exposure, in
the opinion of management, the potential liability for
all environmental proceedings, based on information
known to date and the estimated quantities of waste at
these sites, will not have a material adverse effect on
the financial condition, results of operations or
liquidity of the Corporation.
10. Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board (FASB)
continues to identify and provide guidance on various
implementation issues related to SFAS No. 133,
"Accounting for Derivative Instruments and Hedging
Activities", as amended, that are in varying stages of
review and clearance. The Corporation continues to
evaluate the impact of these issues. To date, these
items have not had a material adverse effect on the
financial condition and results of operations of the
Corporation.
In June 2001, the FASB issued SFAS No. 143 "Accounting
for Asset Retirement Obligations," which is effective
for the Corporation January 1, 2003. SFAS No. 143
establishes standards for accounting for obligations
associated with the retirement of tangible long-lived
assets. Adoption of SFAS No. 143 is not expected to
have a significant impact on the financial condition and
results of operations of the Corporation. In addition,
in August 2001, the FASB issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets," which became effective for the Corporation
January 1, 2002. SFAS No. 144 requires that long-lived
assets be measured at the lower of carrying amount or
fair value, less cost to sell, whether reported in
continuing operations or in discontinued operations.
Adoption of SFAS No. 144 did not have a significant
impact on the financial condition and results of
operations of the Corporation.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operations for the Three Months Ended March 31, 2002 and 2001
In 2001, the Corporation undertook a review of its global
roll-making capacity and recorded a pre-tax charge of
$6,920,000 in the first quarter of 2001 for costs associated
with the permanent closure of its plant in Belgium and, in
the second quarter 2001, recorded a pre-tax charge of
$360,000 related to a workforce reduction at its facility in
England. At December 31, 2001, outstanding restructuring
costs, excluding pension-related liabilities which were
reclassified to employee benefit obligations, approximated
$1,830,000 including employee severance of $914,000, costs
associated with the disposition of the remaining assets of
$571,000, and various other costs of $345,000. During the
first quarter of 2002, approximately $223,000 had been
incurred of which $219,000 related to employee severance.
Accordingly, at March 31, 2002, outstanding restructuring
costs approximated $1,607,000 including employee severance
of $695,000, costs associated with the disposition of the
remaining assets of $543,000, and various other costs of
$369,000. It is expected that the majority of the
outstanding obligations will be paid during the second and
third quarters of 2002.
Net Sales. Net sales for the three months ended March 31,
2002 were $54,698,000 compared to $56,168,000 for the same
period of 2001. A discussion of the first quarter sales for
the Corporation's three segments is included below. Order
backlogs approximated $109,521,000 at March 31, 2002 in
comparison to $107,608,000 at December 31, 2001. The
increase is due primarily to an increase in the backlog for
the Forged and Cast Rolls segment.
Cost of Products Sold. Cost of products sold, excluding
depreciation, equaled 78.0% of net sales for the three
months ended March 31, 2002, compared to 76.2% for the three
months ended March 31, 2001. The increase is due primarily
to lower production volumes for the roll and plastics
operations and significantly reduced selling prices.
Income (Loss) from Operations. Income from operations for
the three months ended March 31, 2002 approximated
$2,436,000 which, excluding the restructuring charge of
$6,920,000 recorded in the first quarter of 2001, compares
to $3,358,000 for the three months ended March 31, 2001. A
discussion of the first quarter results for the
Corporation's three segments is included below.
Forged and Cast Rolls. Sales for the Forged and Cast Rolls
segment increased for the three months ended March 31, 2002
by $371,000 to $24,549,000 against the comparable prior year
period. Operating income for the three months ended March
31, 2002 approximated $211,000 in comparison to $793,000 for
the three months ended March 31, 2001, excluding the
restructuring charge of $6,920,000. Although sales remained
relatively level with the prior year, operating income was
negatively impacted by losses generated by the U.K.
operations. This segment continues to suffer from low
demand and poor pricing from the weak U.S. and U.K steel
industries as well as the strength of the dollar and the
pound against foreign currencies, particularly the euro,
impacting sales and margins of export business.
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Air and Liquid Processing. Sales for the Air and Liquid
Processing segment were $24,069,000 for the three months
ended March 31, 2002, an increase of $354,000 against sales
for the three months ended March 31, 2001. Operating income
improved to $2,628,000, an increase of $125,000 in
comparison to operating income for the three months ended
March 31, 2001. An increase in pump sales primarily to
original equipment manufacturers and increased activity from
the industrial and utility markets for the heat exchange
coil business offset the poorer results for the air handling
business, which is principally being impacted by reduced
demand and increased price competition.
Plastics Processing Machinery. Sales for the Plastics
Processing Machinery segment for the three-month period
ended March 31, 2002 decreased by $2,195,000 to $6,080,000
in comparison to the same period of the prior year.
Earnings decreased $465,000 to an operating loss of $403,000
for the three months ended March 31, 2002 against the same
period of the prior year. The decrease is attributable to
reduced selling prices and a significant reduction in demand
as a result of the severe downturn in the plastic processing
industry.
Other Income (Expense). Interest expense for the three
months ended March 31, 2002 decreased by $113,000 to $71,000
due to lower interest rates. Other income (expense) - net
for the three months ended March 31, 2002 of $(174,000)
compares to other income (expense) - net of $(205,000) for
the three months ended March 31, 2001. Lower interest
income resulting from a decrease in interest rates was
offset by lower losses on foreign exchange transactions.
Income Taxes. The effective tax rate for the three months
ended March 31, 2002 approximated 44.4% in comparison to
31.7% for the comparable prior year period. The increase is
due primarily to less of a tax benefit for operating losses
generated in the U.K., lower foreign sales benefit, and
state income taxes.
Cumulative Effect of Accounting Change. Effective January
1, 2002, the Corporation adopted the provisions of Statement
of Financial Accounting Standard (SFAS) No. 142, "Goodwill
and Other Intangible Assets". SFAS No. 142, requires that
goodwill no longer be amortized but instead tested for
impairment at least annually. In accordance with the
requirements of SFAS No. 142, the Corporation tested the
goodwill attributable to each of its reporting units for
impairment as of January 1, 2002. The Corporation's
reporting units are the major product lines comprising its
reportable business segments. Fair value was estimated
using discounted cash flow methodologies and market
comparable information. As a result, $4,452,000 of goodwill
specific to the Plastics Processing Machinery segment was
written off and is recorded as a cumulative effect of
accounting change, net of income taxes, in the accompanying
consolidated statements of operations. The impairment
arises from the severe downturn in the plastics processing
industry resulting in reduced selling prices and a
significant reduction in demand.
Net Loss. As a result of all of the above, the Corporation
had a net loss for the three months end March 31, 2002 of
$1,675,000 in comparison to a net loss of $2,700,000 for the
three months ended March 31, 2001.
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Liquidity and Capital Resources
Net cash flows from operating activities were positive for
the three months ended March 31, 2002 at $4,014,000 in
comparison to positive cash flows of $7,909,000 for the
three months ended March 31, 2001. The difference in cash
flows between the two periods results primarily from changes
in working capital, particularly accounts receivable and
accounts payable.
Net cash flows used in investing activities were for capital
expenditures and amounted to $1,590,000 and $2,263,000 in
2002 and 2001, respectively. Capital expenditures carried
forward from March 31, 2002 approximate $4,067,000. Funds
on-hand, funds generated by future operations and available
lines of credit are expected to be sufficient to finance
capital expenditure requirements.
Net cash flows used in financing activities were $961,000
for 2002 and $2,960,000 for 2001 and include payment of
quarterly dividends at a rate of $0.10 per share. In
addition, in 2001, the Corporation repaid $2,000,000 of
short-term borrowings which were outstanding.
The Corporation maintains short-term lines of credit in
excess of the cash needs of its businesses. The total
available at March 31, 2002 was approximately $4,800,000.
The Corporation is from time to time subject to routine
litigation incidental to its business, including alleged
exposure to asbestos-containing components in certain
products. The Corporation believes it has appropriate
insurance coverage and/or meritorious defenses and believes
that the results of pending legal proceedings will not have
a material adverse effect on the financial condition,
results of operations or liquidity of the Corporation.
With respect to environmental matters, the Corporation is
currently performing certain remedial actions in connection
with sale of real estate previously owned by discontinued
operations and has been named a Potentially Responsible
Party at one third-party landfill site used by a division
which was previously sold.
Environmental exposures are difficult to assess and estimate
for numerous reasons including lack of reliable data, the
multiplicity of possible solutions, the years of remedial
and monitoring activity required, and identification of new
sites. While it is not possible to quantify with certainty
the environmental exposure, in the opinion of management,
the potential liability for all environmental proceedings,
based on information known to date and the estimated
quantities of waste at these sites, will not have a material
adverse effect on the financial condition, results of
operations or liquidity of the Corporation.
Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board (FASB) continues to
identify and provide guidance on various implementation
issues related to SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended, that are in
varying stages of review and clearance. The
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Corporation continues to evaluate the impact of these
issues. To date, these items have not had a material
adverse effect on the financial condition and results of
operations of the Corporation.
In June 2001, the FASB issued SFAS No. 143 "Accounting for
Asset Retirement Obligations," which is effective for the
Corporation January 1, 2003. SFAS No. 143 establishes
standards for accounting for obligations associated with the
retirement of tangible long-lived assets. Adoption of SFAS
No. 143 is not expected to have a significant impact on the
financial condition and results of operations of the
Corporation. In addition, in August 2001, the FASB issued
SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," which became effective for the
Corporation January 1, 2002. SFAS No. 144 requires that
long-lived assets be measured at the lower of carrying
amount or fair value, less cost to sell, whether reported in
continuing operations or in discontinued operations.
Adoption of SFAS No. 144 did not have a significant impact
on the financial condition and results of operations of the
Corporation.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
There were no material changes in the Corporation's exposure
to market risk from December 31, 2001.
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PART II - OTHER INFORMATION
AMPCO-PITTSBURGH CORPORATION
Item 1 - 5 None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3. Articles of Incorporation and By-laws
(a) Articles of Incorporation
Incorporated by reference to the Quarterly
Reports on Form 10-Q for the quarters ended
March 31, 1983, March 31, 1984, March 31,
1985, March 31, 1987 and September 30, 1998.
(b) By-laws
Incorporated by reference to the Quarterly
Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 2001.
4. Instruments defining the rights of securities holders
(a) Rights Agreement between Ampco-Pittsburgh
Corporation and Chase Mellon Shareholder
Services dated as of September 28, 1998.
Incorporated by reference to the Form 8-K
Current Report dated September 28, 1998.
10. Material Contracts
(a) 1988 Supplemental Executive Retirement Plan
Incorporated by reference to the
Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(b) Severance Agreements between Ampco-
Pittsburgh Corporation and certain
officers and employees of Ampco-
Pittsburgh Corporation.
Incorporated by reference to the
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1988; the
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1994; the
Annual Report on Form 10-K for fiscal
year ended December 31, 1994; the
Quarterly Report on Form 10-Q for the
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quarter ended June 30, 1997; the Annual
Report on Form 10-K for the fiscal year
ended December 31, 1998; and the
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999.
(c) 1997 Stock Option Plan, as amended.
Incorporated by reference to the Proxy
Statements dated March 14, 1997 and
March 15, 2000.
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
AMPCO-PITTSBURGH
CORPORATION
DATE: May 10, 2002 BY: s/Robert A. Paul
Robert A. Paul
President and
Chief Executive Officer
DATE: May 10, 2002 BY: s/Marliss D. Johnson
Marliss D. Johnson
Vice President
Controller and Treasurer
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