AMPCO PITTSBURGH CORP (Form: 8-K, Received: 08/13/2021 16:22:13)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 10, 2021

AMPCO-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

1-898

25-1117717

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

726 Bell Avenue, Suite 301

Carnegie, Pennsylvania

15106

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (412) 456-4400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 par value	AP	New York Stock Exchange
Series A Warrants to purchase shares of Common Stock	AP WS	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Shareholder Support Agreement

On August 10, 2021, Ampco-Pittsburgh Corporation, a Pennsylvania corporation (“Ampco”) and Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey (“Altor GP”), entered into an amendment (the “SSA Amendment”) to that certain Shareholder Support Agreement dated March 3, 2016 (the “Shareholder Support Agreement”) by and between Ampco and Altor GP. The SSA Amendment provides for elimination of certain board nomination rights and permits Altor GP to request that Ampco withhold certain confidential information, which were initially set forth in the Shareholder Support Agreement.

Following the SSA Amendment, the Shareholder Support Agreement, among other things, will still entitle Altor GP to designate one board observer (the “Altor Board Observer”). The Altor GP’s right to designate a board observer would terminate if it ceases to collectively own at least 444,151 shares of Ampco Common Stock or otherwise notifies Ampco that Ampco should withhold certain confidential information from the Altor Board Observer.

Effective upon the execution of the SSA Amendment and in accordance Ampco’s Restated Articles of Incorporation and By-Laws, as amended, the Board of Directors of Ampco (the “Board”) fixed the number of directors constituting the Board to eight by a resolution adopted by all of its directors.

The foregoing description of the Shareholder Support Agreement and the SSA Amendment does not purport to be complete and is qualified in its entirety by reference to the Shareholder Support Agreement and SSA Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 10, 2021, Ampco and J. Brett McBrayer, Ampco’s Chief Executive Officer and a member of the Board, entered into an amendment (the “Offer Letter Amendment” to Mr. McBrayer’s employment offer letter, effective July 2, 2018 (the “Offer Letter”). The Offer Letter Amendment provides that Mr. McBrayer will tender to the Board his resignation from the Board upon the termination or separation of his continued employment as Chief Executive Officer of the Corporation (which the Board may accept or reject in its sole discretion). In addition, the Offer Letter Amendment provides that Mr. McBrayer’s annual base salary will increase to $643,000 per year. Except as set forth in the Offer Letter Amendment, the Offer Letter remains in full force and effect.

The foregoing description of the Offer Letter Amendment does not purport to be complete and is qualified in its entirety by reference to the Offer Letter Amendment, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished herewith:


Exhibit Number

10.1		Shareholder Support Agreement, dated March 3, 2016, by and between Ampco-Pittsburgh Corporation and Altor Fund II GP Limited (incorporated by reference to Exhibit 10.2 to that certain Current Report on Form 8-K filed by Ampco-Pittsburgh Corporation on March 7, 2016).

10.2		Amendment No. 1 to Shareholder Support Agreement, dated August 10, 2021, by and between Ampco-Pittsburgh Corporation and Altor Fund II GP Limited.


10.3		Amendment No. 1 to Offer Letter, dated August 10, 2021, by and between Ampco-Pittsburgh Corporation and J. Brett McBrayer.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.


AMPCO-PITTSBURGH CORPORATION

By:		/s/ Michael G. McAuley
		Michael G. McAuley
		Senior Vice President, Chief Financial Officer and Treasurer

Dated: August 13, 2021

Exhibit 10.2

AMENDMENT NO. 1 TO

SHAREHOLDER SUPPORT AGREEMENT

August 10, 2021

This Amendment No. 1 to Shareholder Support Agreement (this “Amendment”) is entered into, effective as of August 10, 2021, by and between Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”) and Altor Fund II GP Limited, a company duly incorporated and organized under the laws of Jersey, as general partner of Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No. 2) Limited Partnership and Altor Fund II (No. 3) Limited Partnership and as investment manager to Altor Fund II (No. 4) Limited (“Altor”).

In connection with the foregoing, the Company and Altor wish to amend that certain Shareholder Support Agreement, dated as of March 3, 2016 (the “Agreement”), by and between the Company and Altor through this Amendment to remove the right of Altor to designate one nominee to the Company’s board of directors and to make certain other changes to the Agreement with effect on and after the date hereof.

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

Amendments of the Agreement.

(a)

The defined term “Altor Nominee Termination Event” under Article I of the Agreement, including any subsequent references thereto, is hereby amended and restated to “Altor Voting Agreement Termination Event”.

(b)

The defined term “Altor Observer Termination Event” under Article I of the Agreement, is hereby amended and restated as follows:

“Altor Observer Termination Event” shall be deemed to occur if as of the earlier of (x) the end of any Business Day, the Altor Group Beneficially Owns, in the aggregate, less than 444,151 Shares and (y) the end of any Business Day on which an Altor Investor or any of its Representatives requests in writing that the Company withhold from the Altor Board Observer any Withheld Confidential Information pursuant to Section 2.4(d) hereof.

(c)

The definition of “Board” under Article I of the Agreement, including any subsequent references thereto, is hereby amended and restated as follows:

“Board” means the Company’s board of directors.

(d)

The definition of “Confidential Information” under Article I of the Agreement, including any subsequent references thereto, is hereby amended and restated as follows:

“Confidential Information” means all information (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof) obtained by or on behalf of an Altor Investor or their respective Representatives from Ampco or its Representatives, the Beneficial Ownership of Shares, or through the rights granted pursuant hereto (including all information the Altor Board Observer (in his or her capacity as such) receives from the Company), other than information which (a) was or becomes generally available to the public other than as a result of a breach of this Agreement by an Altor Investor or any of their respective Representatives, (b) was or becomes available to an Altor Investor or any of their respective Representatives on a non-confidential basis from a source other than the Company or its Representatives, or any other Altor Investor or its Representatives, as the case may be, provided, that the source thereof is not known by such Altor Investor or such of their respective Representatives to be bound by an obligation of confidentiality, or (c) is independently developed by an Altor Investor or its Representatives without the use of any such information that would otherwise be Confidential Information hereunder. Subject to clauses (a)-(c) above, Confidential Information also includes all non-public information previously provided by

the Company or its Representatives under the provisions of any confidentiality agreement between the Company, any Altor Investor or their respective Affiliates or Representatives, including all information, documents and reports referred to thereunder, or otherwise.”

(e)

Article II, Section 2.1 of the Agreement is hereby stricken in its entirety and replaced with the text “[Reserved]”.

(f)

The second and third sentences of Article II, Section 2.2(a) of the Agreement are hereby amended and restated as follows:

“The current Altor Board Observer, as of the date of this Amendment, is Jens Browaldh. In the event Jens Browaldh or any successor observer appointed in accordance with this Section 2.2(a) is unable to continue to serve in such role or in the event Jens Browaldh or any successor observer appointed in accordance with this Section 2.2(a) ceases to be employed by, or a partner of, Altor or any of its Affiliates, the Altor Group will be entitled to designate a new individual to fill the resulting observer vacancy and, subject to the provisions of Section 2.2(c) and (d), such individual shall then be deemed the Altor Board Observer for all purposes hereunder.”

(g)

Article II, Section 2.4(a) of the Agreement is hereby amended and restated as follows:

“In furtherance of and not in limitation of any other similar agreement that any member of the Altor Group or any of its Representatives or Affiliates may have with the Company or its Subsidiaries, each Altor Investor hereby agrees that all Confidential Information with respect to the Company, its Subsidiaries, and its and their respective businesses, finances, and operations shall be kept confidential by them and the Altor Board Observer, and shall not be disclosed by them or the Altor Board Observer in any manner whatsoever, except as expressly permitted by Section 2.4(b).”

(h)

Article II, Section 2.4(b)(i) of the Agreement is hereby amended to remove reference to “the Altor Nominee”.

(i)

Article II, Section 2.4 of the Agreement is hereby amended to add Section (d) as follows:

(d) Notwithstanding the foregoing, an Altor Investor or any of its Representatives may request in writing that the Company withhold from the Altor Board Observer any Confidential Information with respect to the Company, its Subsidiaries, and its and their respective businesses, finances, and operations, to the extent specifically requested to be withheld by the Altor Investor or any of its Representatives (the “Withheld Confidential Information”). In such case, the Company hereby agrees that it will comply with such request through prompt written notice and shall thereafter not disclose in any matter whatsoever to the Altor Board Observer any such Withheld Confidential Information, unless and until an Altor Investor or any of its Representatives requests in writing that the Company no longer withhold such Withheld Confidential Information from the Altor Board Observer. The Altor Board Observer hereby agrees that if an Altor Investor or any of its Representatives requests in writing that the Company withhold from the Altor Board Observer any Confidential Information, the Company may take whatever measures it deems appropriate to avoid the disclosure of the Withheld Confidential Information to the Altor Board Observer, including disallowing access by the Altor Board Observer to meetings of the Board or to materials distributed to or otherwise made available to members of the Board.

(j)

Article III, Section 3.3(a)(viii) of the Agreement is hereby amended to remove reference to “the Altor Nominee”.

(k)

Article VI, Section 6.3(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:


(i) if to the Company, to:

Name:		Ampco-Pittsburgh Corporation
Attention:		Melanie Sprowson, Secretary
Address:		726 Bell Avenue, Suite 301
		P.O. Box 457
		Carnegie, PA 15106, USA
Email:		MSprowson@ampcopgh.com


with a copy (which shall not be considered notice), to:

Name:		Cozen O’Connor
Attention:		Jeremy G. Garvey
Address:		One Oxford Center
		301 Grant Street, 41^st Floor
		Pittsburgh, Pennsylvania 15219, USA
Email:		jgarvey@cozen.com
Fax:		+1 (412) 275-2390

(l)

Article VI, Section 6.3(a)(ii) of the Agreement is hereby amended and restated in its entirety as follows:


(ii) if to any Altor Investor, to:
Name:		Altor Fund II GP Limited
Attention:		Charles Perchard
Address:		11-15 Seaton Place
		St Helier
		Jersey JE4 OQH
		Channel Islands
Email:		altor@aztecgroup.co.uk
Fax:		+44 1534 833 033

with a copy (which shall not be considered notice), to:
Name:		White & Case Advokat AB
Attention:		Johan Steen
Address:		Biblioteksgatan 12, Box 5573
		SE-114 85 Stockholm, Sweden
Email:		johan.steen@whitecase.com
Fax:		+46 8 611 21 22

No Other Amendments. Except to the extent expressly modified by this Amendment, the Agreement remains in full force and effect.

Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the Commonwealth of Pennsylvania.

Counterparts. This Amendment may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized officer or officers as of the date first above written.


Very truly yours,

AMPCO-PITTSBURGH CORPORATION

By:		/s/ Rose A. Hoover
		Name: Rose A. Hoover
		Title: President and Chief Administrative Officer

Confirmed as of the date first

above mentioned.


ALTOR:

ALTOR FUND II GP LIMITED, AS GENERAL PARTNER OF ALTOR FUND II (NO. 1) LIMITED PARTNERSHIP, ALTOR FUND II (NO. 2) LIMITED PARTNERSHIP AND ALTOR FUND (NO. 3) LIMITED PARTNERSHIP AND AS INVESTMENT MANAGER TO ALTOR FUND II (NO. 4) LIMITED

By:		/s/ Charles Perchard
		Name: Charles Perchard
		Authorised Signatory

By:		/s/ Guna Gunasekaran
		Name: Guna Gunasekaran
		Authorised Signatory

[Signature Page to Amendment No. 1 to Shareholder Support Agreement]

Exhibit 10.3

LOGO

726 Bell Avenue/Suite 301/P.O. Box 457

Carnegie, PA 15106

August 10, 2021

J. Brett McBrayer

[Address]

Re: Amendment No. 1 to Offer Letter

Dear Brett:

This letter (this “Amendment”) amends that certain offer letter (the “Offer Letter”) effective July 2, 2018, by and between Ampco-Pittsburgh Corporation (the “Corporation”) and you. All capitalized terms used but not otherwise defined herein have the meaning set forth in the Offer Letter.

Except as amended by this Amendment, the Agreement remains in full force and effect. Notwithstanding the foregoing, the parties intending to be legally bound, agree to amend the Agreement as follows:

Subject to your election as a director duly elected to the Board by the shareholders of the Corporation or otherwise appointed to the Board pursuant to the Corporation’s Articles of Incorporation and By-laws (each as amended from time to time), simultaneously with the termination or separation of your continued employment as Chief Executive Officer of the Corporation, you hereby agree to tender your resignation as a director of the Corporation (and any subsidiary or affiliated entities of the Corporation for which you then serve as a director or in a similar capacity), effective upon any such termination or separation. Notwithstanding the foregoing, in connection with any termination of your continued employment as Chief Executive Officer of the Corporation, the Board may evaluate such resignation in light of the then-current circumstances and may accept (or reject) such offer of resignation in its sole discretion. You also hereby agree, upon such a termination or separation, to take any and all other reasonable actions requested by the Corporation to give effect to the forgoing.

Effective April 1, 2021, your annual base salary shall be increased to $643,000 per year. Your other compensation arrangements, as most recently approved by the Board or the Compensation Committee of the Board, shall remain in effect and shall not be modified by this Amendment.

This Amendment and all related documents are governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, United States of America.

This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.

This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.

Page | 2

August 10, 2021

This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

* * *

If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter, which will then constitute our agreement on this subject.

Sincerely,

AMPCO-PITTSBURGH CORPORATION


By:		/s/ Rose Hoover
Name:		Rose Hoover
Title:		President and Chief Administrative Officer
Accepted and Agreed to
this 10^th day of August, 2021

/s/ J. Brett McBrayer
J. Brett McBrayer