ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER _________MATTERS_____________________________________________________
The information called for by this item is set forth on p. 20 of the Annual
Report to Shareholders for the year ended December 31, 1993 which is
incorporated herein by reference.
ITEM_6_-_SELECTED_FINANCIAL_DATA
The information called for by this item is set forth on p. 20 of the Annual
Report to Shareholders for the year ended December 31, 1993 which is
incorporated herein by reference.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND __________RESULTS_OF_OPERATION__________________________________________
The information called for by this item is set forth on pp. 16 through 18
of the Annual Report to Shareholders for the year ended December 31, 1993
which are incorporated herein by reference.
ITEM_8_-_FINANCIAL_STATEMENTS_AND_SUPPLEMENTARY_DATA
The information called for by this item is set forth on pp. 5 through 15
and pp. 19 and 20 of the Annual Report to Shareholders for the year ended
December 31, 1993 which are incorporated herein by reference.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND __________FINANCIAL_DISCLOSURE___________________________________________
There were none.
PART III
ITEM_10_-_DIRECTORS_and_EXECUTIVE_OFFICERS
(a) IDENTIFICATION OF DIRECTORS
Name, Age, Tenure as a Director, Position with the Corporation (1), Principal Occupation, Business Experience Past Five Years, and Other Directorships in Public_Companies_____________________________________________________________
Louis Berkman (age 85, Director since 1960; current term expires in 1996). Chairman of the Executive Committee of the Corporation for more than five years. He is also President and a director of The Louis Berkman Company (steel products, fabricated metal products, building and industrial supplies). (2)(4)
Marshall L. Berkman (age 57, Director since 1970; current term expires in 1995). He has been Chairman of the Board of Directors and Chief Executive Officer of the Corporation for more than five years. He is also an officer and director of The Louis Berkman Company. (2)
Robert A. Paul (age 56, Director since 1970; current term expires in 1994). He has been President and Chief Operating Officer of the Corporation for more than five years. He is also an officer and director of The Louis Berkman Company and a director of Integra Financial Corporation. (N)(2)
William D. Eberle (age 70, Director since 1982; current term expires in 1994). He is a private investor and consultant and is Chairman of Manchester Associates, Ltd. and Showscan, Inc. He is also a director of Mitchell Energy & Development Co., America Service Group and Fiberboard Corporation, and was Special Representative for Trade Negotiations with the rank of Ambassador. (N)(3)(4)
William P. Hackney (age 69, Director since 1979; current term expires in 1996). For more than five years prior to 1992 he had been a partner in the law firm of Reed Smith Shaw & McClay. As of January 1, 1992, he retired and became of counsel to the law firm. (3)
Alvin G. Keller (age 84, Director since 1961; current term expires in 1995). He is a private investor who, prior to his retirement, served as a Vice President of Mellon Bank, N.A. (2)(3)(4)
Carl H. Pforzheimer, III (age 57, Director since 1982; current term expires in 1996). For more than five years he has been Managing Partner of Carl H. Pforzheimer & Co. (member of the New York and American Stock Exchanges). (3)
Ernest G. Siddons (age 60, Director since 1981; current term expires in 1995). He has been Senior Vice President Finance and Treasurer of the Corporation for more than five years. (2)
_______________
(N) Nominee for election at the Annual Meeting of Shareholders to be held on April 26, 1994. (1) Officers serve at the discretion of the Board of Directors. (2) Member of Executive Committee. (3) Member (or alternate member) of Audit Committee. (4) Member of Salary Committee.
Mr. Siddons is an executive officer of Valley-Vulcan Mold Company, a
partnership that filed for bankruptcy in October 1990. He also serves as a
director and officer of Vulcan, Inc., a wholly-owned subsidiary of the
Corporation, which is a 50% general partner in Valley-Vulcan. The other 50%
general partner is unrelated to the Corporation.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS
In addition to Marshall Berkman, Louis Berkman, Robert A. Paul and Ernest
G. Siddons (see "Identification of Directors" above) the following are also
Executive Officers of the Corporation:
Name, Age, Position with the Corporation (1), Business Experience Past Five_Years______________________________________________________________
Rose Hoover (age 38). Secretary of the Corporation since December, 1990. For more than five years before 1990, she was a Legal Assistant for the Corporation.
Robert F. Schultz (age 46). Vice President Industrial Relations and Senior Counsel of the Corporation since December, 1990. From January, 1987 to December 1990 he was Director of Industrial Relations.
_______________
(1) Officers serve at the discretion of the Board of Directors and none of the listed individuals serve as a director of a public company.
(c)IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
None.
(d) FAMILY RELATIONSHIPS
Louis Berkman is the father of Marshall L. Berkman and the father-in-law of
Robert A. Paul. There are no other family relationships among the Directors
and Officers.
EXECUTIVE COMPENSATION
The following table sets forth certain information as to the total
remuneration received for the past three years by the five most highly
compensated executive officers of the Corporation, including the Chief
Executive Officer (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
_______________ *Mr. Wasser retired on January 15, 1994. In connection with that retirement, he will receive supplemental payments totalling $55,400 in 1994.
(b) COMPENSATION PURSUANT TO PLANS
The Corporation has a tax qualified retirement plan applicable to the
Executive Officers, to which the Corporation makes annual contributions in
amounts determined by the Plan's actuaries. The Plan does not have an offset
for Social Security and is fully paid for by the Corporation. Under the Plan,
employees become fully vested after five years of participation and normal
retirement age under the Plan is age 65 but actuarially reduced benefits may be
available for early retirement at age 55. The benefit formula is 1.1% of the
highest consecutive five year average earnings in the final ten years, times
years of service.
The Corporation adopted a Supplemental Executive Retirement Plan (SERP) in
1988, for all officers listed in the compensation table and certain key
employees, covering retirement after completion of ten years of service and
attainment of age 55. The combined retirement benefit at age 65 provided by
the Plan and the SERP is 50% of the highest consecutive five year average
earnings in the final ten years of service. The participants are eligible for
reduced benefits for early retirement at age 55. A benefit equal to 50% of the
benefit otherwise payable at age 65 is paid to the surviving spouse of any
participant, who has had at least five years of service, commencing on the
later of the month following the participant's death or the month the
participant would have reached age 55. In addition, there is an offset for
pensions from other companies. Certain provisions, applicable if there is a
change of control, are discussed below under Termination of Employment and
Change of Control Arrangement.
The following shows the annual pension that would be payable, without
offset, under the Plan and the SERP to the individuals named in the compensa-
tion table assuming continued employment to retirement at age 65, but no change
in level of compensation:
(c) COMPENSATION OF DIRECTORS
In 1993, each Director who was not employed by the Corporation received
$1,500 for each Board meeting, and $250 for each Committee meeting attended.
In 1994, each Director who is not employed by the Corporation will receive
$2,000 for each Board meeting attended and $500 for each Committee meeting
attended. Directors will receive one-half of those amounts if not in
attendance or if participation is by telephonic connection.
(d) TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
The Chairman, President, and Senior Vice President Finance have two year
contracts (which automatically renew for one year periods unless the
Corporation chooses not to extend) providing for compensation equal to five
times their annual compensation (with a provision to gross up to cover the cost
of any federal excise tax on the benefits) in the event their employment is
terminated (including a voluntary departure for good cause) and the right to
equivalent office space and secretarial help for a period of one year after a
change in control. In addition, the remainder of the officers named in the
compensation table and certain key employees have two year contracts providing
for three times their annual compensation in the event their employment is
terminated after a change in control (including a voluntary departure for good
cause). Both types of contracts provide for the continuation of employee
benefits, for three years for the three senior executives and two years for the
others, and the right to purchase the leased car used by the covered individual
at the Corporation's then book value. The same provisions concerning change in
control that apply to the contracts apply to the SERP and vest the right to
that pension arrangement. A change of control triggers the right to a lump sum
payment equal to the present value of the vested benefit under the SERP.
(e) SALARY COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
A Salary Committee is appointed each year by the Board of Directors.
Committee members abstain from voting on matters which involve their own
compensation arrangements. The Salary Committee for the year 1993 was
comprised of three Directors: Louis Berkman, Alvin G. Keller and William D.
Eberle.
Louis Berkman is an employee of the Corporation and Chairman of the
Executive Committee of the Board of Directors. He is also the President and a
Director of The Louis Berkman Company. The Corporation's Chief Executive
Officer and President are also officers and directors of The Louis Berkman
Company.
The Louis Berkman Company and William D. Eberle had certain transactions
with the Corporation which are more fully described under "Certain
Relationships and Related Transactions."
(f) SALARY COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Salary Committee approves salaries for executive officers within a
range from $150,000 up to $200,000 and increases in the salary of any executive
officer, which would result in such officer earning a salary within such range.
Salaries of $200,000 per year and above must be approved by the Board
of Directors or its Executive Committee after a recommendation by the Salary
Committee. Salaries for executive officers below the level of $150,000 are set
by the Chairman, President and Senior Vice President of the Corporation.
Bonuses are discretionary and determined in the same manner as set forth above.
All executive compensation is reviewed by the Salary Committee at intervals
ranging between twelve and twenty-four months.
The compensation of the Chief Executive Officer of the Corporation, as well
as the other applicable executive officers, is based on an analysis conducted
by the Salary Committee in 1992 and reviewed and, to the extent provided above,
approved by the Board of Directors. The Committee does not specifically link
remuneration solely to quantitative measures of performance because of the
cyclical nature of the industries and markets served by the Corporation. In
setting compensation, the Committee also considers various qualitative factors,
including competitive compensation arrangements of other companies within
relevant industries, individual contributions, leadership ability and an
executive officer's overall performance. In this way, it is believed that the
Corporation will attract and retain quality management, thereby benefitting the
long-term interest of shareholders.
In 1993, there were no changes in salary of persons who need approval of
the Salary Committee.
This report of the Salary Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this 10-K report
into any filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that the Corporation specifically
incorporates this report and the information contained herein by reference, and
shall not otherwise be deemed filed under such Acts.
Louis Berkman William D. Eberle Alvin G. Keller
(g) STOCK PERFORMANCE GRAPH
Comparative Five-Year Total Returns* Ampco-Pittsburgh ("AP"), S&P 500, Peer Group (Performance results through 12/31/93)
Assumes $100 invested at the close of trading on the last trading day preceding January 1 of the fifth preceding fiscal year in AP common stock, S&P 500, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
In the above graph, the Corporation has used Value Line's Metals: Steel, Integrated Industry for its peer comparison. The diversity of products produced by subsidiaries of the Corporation made it difficult to match to any one product-based peer group. The Steel Industry was chosen because it is impacted by some of the same end markets that the Corporation ultimately serves, such as the automotive, appliance and construction industries.
Historical stock price performance shown on the above graph is not necessarily indicative of future price performance.
ITEM_12_-_SECURITY_OWNERSHIP_OF_CERTAIN_BENEFICIAL_OWNERS_AND_MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 8, 1994, Louis Berkman owned directly 159,388 shares (1.66%) of
the Common Stock of the Corporation. As of the same date, The Louis Berkman
Company, P. O. Box 576, Steubenville, OH 43952 owned beneficially and of
record 1,626,089 shares (16.98%) of the Common Stock of the Corporation. Louis
Berkman, an officer and director of The Louis Berkman Company, owns directly
63.66% of its common stock. Marshall L. Berkman, an officer and director of
The Louis Berkman Company, owns directly 18.17% of its common stock. Robert A.
Paul, an officer and director of The Louis Berkman Company, disclaims
beneficial ownership of the 18.17% of its common stock owned by his wife.
The Corporation has received two Schedules 13G filed with the Securities
and Exchange Commission disclosing that as of December 31, 1993 Norwest
Corporation, Sixth & Marquette, Minneapolis, MN 55479 (in various fiduciary and
agency capacities) owned 1,611,325 shares or 16.8% and that C.S. McKee & Co.,
Inc., One Gateway Center, Pittsburgh, PA 15222, owned 611,050 shares or 6.38% of
the Corporation's common stock. On June 7, 1989, GAMCO Investors, Inc. and
affiliates, Corporate Center at Rye, Rye, NY 10580, filed a Schedule 13D
showing they owned 1,872,875 shares or 19.55% and no further filings have been
made.
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of March 8, 1994 information concerning
the beneficial ownership of the Corporation's Common Stock by the Directors and
Named Executive Officers and all Directors and Executive Officers of the
Corporation as a group:
_______________
*less than .1%
(1) Includes 159,388 shares owned directly and 1,626,089 shares owned by The Louis Berkman Company.
(2) The Louis Berkman Company owns beneficially and of record 1,626,089 shares of the Corporation's Common Stock (16.98%). Louis Berkman is an officer and director of The Louis Berkman Company and owns directly 63.66% of its common shares. Marshall L. Berkman, an officer and director of The Louis Berkman Company, owns directly 18.17% of its common stock. Robert A. Paul, an officer and director of The Louis Berkman Company, disclaims beneficial ownership of the 18.17% of its common stock owned by his wife. The number of shares shown in the table for Marshall L. Berkman and Robert A. Paul does not include any shares held by The Louis Berkman Company.
(3) Includes 42,889 shares owned directly and 13,767 shares owned by his wife, in which shares he disclaims beneficial ownership.
(4) Includes 40,500 shares owned directly and 1,500 shares owned by his wife, in which shares he disclaims beneficial ownership.
(5) Includes 5,333 shares owned directly, 3,000 shares owned jointly with his wife, and 1,420 shares owned by his wife, in which shares he disclaims beneficial ownership.
(6) Includes 1,000 shares owned directly, 1,600 shares held by a trust of which he is a principal beneficiary, and 133 shares held by his daughter, in which shares he disclaims beneficial ownership.
(7) The shares are owned jointly with his wife.
(8) Excludes double counting of shares deemed to be beneficially owned by more than one Director.
Unless otherwise indicated the individuals named have sole investment and
voting power.
(c) CHANGES IN CONTROL
The Corporation knows of no arrangements which may at a subsequent date
result in a change in control of the Corporation.
ITEM_13_-_CERTAIN_RELATIONSHIPS_AND_RELATED_TRANSACTIONS
In 1993 the Corporation bought industrial supplies from, and was paid for
administration services by, The Louis Berkman Company in transactions in the
ordinary course of business amounting to approximately $926,000. Additionally,
the disinterested members of the Board of Directors authorized the sale of a
life insurance policy (on a person not affiliated with the Corporation) owned
by the Corporation to The Louis Berkman Company for the cash surrender value of
approximately $92,000. Louis Berkman, Marshall L. Berkman and Robert A. Paul
are shareholders, officers or directors in that company. These transactions
and services were at prices generally available from outside sources.
Transactions between the parties will take place in 1994.
In 1989, certain subsidiaries of the Corporation and Tertiary, Inc., a
corporation owned by the children of William Eberle, formed three 50/50
partnerships, to manage, develop and operate hotel properties and a subsidiary
of the Corporation also invested as a limited partner in one of the operating
partnerships. In 1992, Tertiary purchased two of the 50/50 partnerships. In
1993, Tertiary paid the remaining $100,000 from such purchase. Also in 1993,
one of the limited partnerships accrued a fee of $31,000 payable to William
Eberle for his guarantee of a mortgage loan. At December 31, 1993, there were
promissory notes outstanding from certain of the partnerships to subsidiaries
of the Corporation totalling $880,000. These notes are due in 1994; however,
it is anticipated that the maturity dates will be extended.
PART IV
ITEM_14_-_EXHIBITS,_FINANCIAL_STATEMENT_SCHEDULES_AND_REPORTS_ON_FORM_8-K
(a) 1. FINANCIAL STATEMENTS
The consolidated financial statements, together with the report there-
on of Price Waterhouse, appearing on pp. 5 through 15 of the accompanying
Annual Report are incorporated by reference in this Form 10-K Annual Report.
2. FINANCIAL STATEMENT SCHEDULES
The following additional financial data should be read in conjunction
with the consolidated financial statements in the accompanying Annual Report.
Schedules not included with this additional financial data have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.
Schedule Page _Number_ Number
Index to Ampco-Pittsburgh Corporation Financial Data
Report of Independent Accountants
Amounts Receivable from Related Parties and Underwriters, Promoters and Employees Other Than Related Parties II
Property, Plant and Equipment V
Accumulated Depreciation of Property, Plant and Equipment VI
Short-Term Borrowings IX
Supplementary Income Statement Information X
3. EXHIBITS
Exhibit No.
(3)Articles of Incorporation and By-laws
a. Restated Articles of Incorporation
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1983
b.Amendments to Articles of Incorporation
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1984, the Quarterly Report on Form 10-Q for the quarter ended March 31, 1985 and the Quarterly Report on Form 10-Q for the quarter ended March 31, 1987
c.Amended and Restated By-laws
Incorporated by reference to Form 8-K dated April 9, 1990
d. Amendment to By-laws
Incorporated by reference to the Annual Report on Form 10-K for fiscal year ended December 31, 1990
(4)Instruments defining the rights of securities holders
a.Rights Agreement between Ampco-Pittsburgh Corporation and Mellon Bank, N.A. dated as of November 1, 1988
Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1988
b.Revolving Credit Agreement dated as of September 30, 1993
Incorporated by reference to the Quarterly Report on Form 10-Q for quarter ended September 30, 1993
(10)Material Contracts
a.Ampco-Pittsburgh Corporation Salaried Employees' Retirement Plan
Incorporated by reference to the Annual Report on Form 10-K for fiscal year ended December 31, 1983
Part IV; Item 14