Item 1.01 Entry into a Material Definitive Agreement.
On March 31, 2023, Ampco-Pittsburgh Corporation ("Ampco Pittsburgh" or the
"Corporation") entered into a Cooperation Agreement (the "Cooperation
Agreement") with Ancora Merlin, LP, Ancora Merlin Institutional, LP, Ancora
Catalyst, LP, Ancora Catalyst Institutional, LP, Ancora Alternatives LLC, Ancora
Holdings Group, LLC and Fredrick DiSanto (collectively, the "Ancora Parties"),
pursuant to which the Corporation will take all necessary actions to nominate
Fredrick D. DiSanto and Darrell L. McNair (together with Mr. DiSanto, the
"Ancora Appointees") to serve as directors on the Board of Directors of the
Corporation (the "Board"), as members of the class of directors having a term
expiring at the 2026 annual meeting of the Corporation's shareholders (the "2026
Annual Meeting").
If, during the Standstill Period, any Ancora Appointee resigns from the Board or
is unable (due to death or disability) or refuses to serve on the Board, then
the Ancora Parties will work to identify a replacement that is reasonably
acceptable to the Nominating and Governance Committee of the Board for
appointment to the Board on the terms set forth in the Cooperation Agreement,
provided that the Ancora Parties shall not be entitled to replace Mr. DiSanto if
at that time the Ancora Parties do not and at all times since the commencement
of the Cooperation Agreement have not satisfies the Four Percent Threshold.
Mr. DiSanto shall resign from the Board and all applicable committees upon the
earlier to occur of (i) the expiration of the Standstill Period (as defined
below) or (ii) the occurrence of the Ancora Parties ceasing to beneficially own
at least 4% of the Corporation's then issued and outstanding common stock,
subject to certain adjustments set forth in the Cooperation Agreement (the "Four
Percent Threshold").
During the Standstill Period, the Ancora Parties have agreed to vote all of
their shares of common stock of the Corporation 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 Corporation's independent registered public accounting firm and (iii) any
other proposal submitted to the Corporation's shareholders at a meeting of the
Corporation's shareholders, in each case as such recommendation of the Board is
set forth in the applicable definitive proxy statement filed in respect thereof.
Notwithstanding the foregoing, in the event both 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 Corporation's
shareholders (other than Director Proposals), the Ancora Parties are permitted
to vote in accordance with the ISS and Glass Lewis recommendation. The Ancora
Parties are also entitled to vote in their sole discretion with respect to any
publicly announced proposal relating to a merger, acquisition, disposition of
all or substantially all of the assets of the Company and its subsidiaries or
other business combination involving the Corporation, in each case, that
requires a vote of the Corporation's shareholders.
The Cooperation Agreement also includes customary standstill, non-disparagement
and expense reimbursement provisions. The standstill restrictions on the Ancora
Parties began on the date of the Cooperation Agreement and remain in effect
until the earlier of (i) the date that is 30 days prior to the deadline for the
submission of shareholder nominations for the 2026 Annual Meeting (ii) the date
that is 100 days prior to the first anniversary of the 2025 annual meeting of
shareholders (such period, the "Standstill Period").
The Cooperation Agreement will terminate upon the expiration of the last day of
the Standstill Period, unless earlier terminated by mutual written agreement of
Ampco-Pittsburgh and the Ancora Parties.
While any Ancora Appointee serves on the Board, such Ancora Appointee will
receive compensation on the same basis as all other non-employee directors of
the Corporation.
The foregoing description of the Cooperation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Cooperation Agreement filed as Exhibit 10.1 hereto, which is 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
The description of the matters included under Item 1.01 is incorporated into
this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
+ Exhibit 10.1 Cooperation Agreement, dated March 31, 2023 by and among
Ampco-Pittsburgh Corporation, Ancora Holdings Group, LLC and
the other entities and natural persons party thereto.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Corporation agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the U.S. Securities and Exchange Commission
(the "SEC") upon request.
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Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a safe
harbor for forward-looking statements made by or on behalf of the Corporation.
This Current Report on Form 8-K may include, but is not limited to, statements
about the Cooperation Agreement and the benefits and risks therefrom, and
director nominations. All statements in this document other than statements of
historical fact are statements that are, or could be, deemed "forward-looking
statements" within the meaning of the Act and words such as "may," "will,"
"intend," "believe," "expect," "anticipate," "estimate," "project," "forecast"
and other terms of similar meaning that indicate future events and trends are
also generally intended to identify forward-looking statements. Forward-looking
statements speak only as of the date on which such statements are made, are not
guarantees of future performance or expectations, and involve risks and
uncertainties. For the Corporation, these risks and uncertainties include, but
are not limited to: economic downturns, cyclical demand for our products and
insufficient demand for our products; excess global capacity in the steel
industry; fluctuations in the value of the U.S. dollar relative to other
currencies; increases in commodity prices or insufficient hedging against
increases in commodity prices, reductions in electricity and natural gas supply
or shortages of key production materials for us or our customers; limitations in
availability of capital to fund our strategic plan; inability to maintain
adequate liquidity in order to meet our operating cash flow requirements, repay
maturing debt and meet other financial obligations; inability to obtain
necessary capital or financing on satisfactory terms in order to acquire capital
expenditures that may be necessary to support our growth strategy; inoperability
of certain equipment on which we rely and/or our inability to execute our
capital expenditure plan; liability of our subsidiaries for claims alleging
personal injury from exposure to asbestos-containing components historically
used in certain products of our subsidiaries; changes in the existing regulatory
environment; inability to successfully restructure our operations and/or invest
in operations that will yield the best long term value to our shareholders;
consequences of global pandemics and international conflicts; work stoppage or
another industrial action on the part of any of our unions; inability to satisfy
the continued listing requirements of the New York Stock Exchange or the NYSE
American Exchange; potential attacks on information technology infrastructure
and other cyber-based business disruptions; failure to maintain an effective
system of internal control; and those discussed more fully elsewhere in this
report, particularly in Item 1A, Risk Factors, in Part I of the Corporation's
latest Annual Report on Form 10-K. The Corporation cannot guarantee any future
results, levels of activity, performance or achievements. In addition, there may
be events in the future that we are not able to predict accurately or control
which may cause actual results to differ materially from expectations expressed
or implied by forward-looking statements. Except as required by applicable law,
we assume no obligation, and disclaim any obligation, to update forward-looking
statements whether as a result of new information, events or otherwise.
Additional Information and Where to Find It
In connection with the forthcoming solicitation of proxies from shareholders in
respect of the Corporation's 2023 Annual Meeting of Shareholders, the
Corporation will file with the SEC a proxy statement on Schedule 14A (the "proxy
statement"), containing a form of proxy card. Details concerning the nominees
for the Class of 2026 of the Board of Directors of the Corporation for election
at the Corporation's 2023 Annual Meeting of Shareholders will be included in the
proxy statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING THE CORPORATION'S
PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO AND ACCOMPANYING
PROXY CARD, FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN,
OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE CORPORATION. Shareholders may
obtain free copies of the proxy statement and other relevant documents that the
Corporation files with the SEC on the Corporation's website at
ampcopgh.com/investors or from the SEC's website at www.sec.gov.
Participants in the Solicitation
Ampco-Pittsburgh, its directors and certain of its executive officers will be
participants in the solicitation of proxies from shareholders in respect of the
Corporation's 2023 Annual Meeting of Shareholders. Information regarding certain
of the directors and officers of Ampco-Pittsburgh is contained in its definitive
proxy statement for the 2022 Annual Meeting of Shareholders which was filed with
the SEC on March 25, 2022. To the extent holdings of the Corporation's
securities by directors or executive officers have changed since the amounts set
forth in Ampco-Pittsburgh's 2022 proxy statement, such changes have been or will
be reflected on Initial Statements of Beneficial Ownership on Form 3 or
Statements of Change in Ownership on Form 4 filed with the SEC. Additional
information regarding the identity of potential participants and their
respective interests, by security holdings or otherwise, will be included in
Ampco-Pittsburgh's proxy statement and other relevant documents filed with the
SEC in connection with Ampco-Pittsburgh's 2023 Annual Meeting of Shareholders.
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