We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ampco Pittsburgh Corp | NYSE:AP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.05 | 1 | 12:51:25 |
|
| |
Per Unit
|
| |
Total(1)
|
Subscription price
|
| |
$1.5624
|
| |
$20,000,000
|
Dealer-manager fees and expenses(2)
|
| |
$0.1250
|
| |
$1,600,000
|
Proceeds to us, before expenses
|
| |
$1.4374
|
| |
$18,400,000
|
(1)
|
Assumes sale of all offered units and no exercise of Series A warrants included in the units.
|
(2)
|
Represents maximum amount payable. We have agreed to pay RHK Capital, as dealer-manager, a cash fee equal to 6.0%, a non-accountable expense fee of 1.8% and an out-of-pocket accountable expense allowance of 0.2% of aggregate subscription prices we receive, except that we will pay RHK Capital a cash fee of (i) 1.5% (without any payment with respect to non-accountable or accountable expenses) on the aggregate proceeds from any cash exercise of the subscription rights which we receive from our executive officers and directors and any shareholders who beneficially own at least 5.0% of our common stock (“Significant Shareholders”), to the extent the aggregate subscription price from such officers and directors and Significant Shareholders is more than $5,000,000, and (ii) 3.0% (without any payment with respect to non-accountable or accountable expenses) on the aggregate proceeds from any cash exercise of the subscription rights which we receive from our executive officers and directors and any Significant Shareholders, to the extent the aggregate subscription price from such officers and directors and Significant Shareholders is less than $5,000,000.
|
|
| |
Page
|
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
•
|
our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 16, 2020), which we refer to as our 2019 Annual Report;
|
•
|
our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (filed with the SEC on May 11, 2020); and our most recent Quarterly Report on Form 10-Q filed with the SEC from time to time, which as of the date of this prospectus is our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (filed with the SEC on August 10, 2020), which most recent Quarterly Report we refer to as our Latest Form 10-Q; and
|
•
|
our Current Reports on Form 8-K (filed with the SEC on March 10, 2020, May 8, 2020 and June 24, 2020).
|
•
|
Forged hardened steel rolls are used primarily in cold rolling mills by producers of steel, aluminum and other metals. Cast rolls, which are produced in a variety of iron and steel qualities, are used mainly in hot and cold strip mills, medium/heavy section mills and plate mills.
|
•
|
Forged engineered products are principally sold to customers in the steel distribution market, the oil and gas industry and the aluminum and plastic extrusion industries.
|
•
|
Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries, including OEM/commercial, nuclear power generation and industrial manufacturing.
|
•
|
Buffalo Air Handling produces large custom-designed air handling systems for institutional (e.g., hospital, university), pharmaceutical and general industrial building markets.
|
•
|
Buffalo Pumps manufactures centrifugal pumps for the fossil-fuel power generation, marine defense and industrial refrigeration industries.
|
•
|
your basic right, which will entitle you to purchase a number of units equal to the number of shares of common stock you held as of the record date; and
|
•
|
your over-subscription privilege, which will be exercisable only if you exercise your basic right in full and will entitle you to purchase additional units for which other rights holders do not subscribe, subject to pro rata allocation of those additional units to participating rights holders in proportion to the number of over-subscription units for which they subscribed.
|
•
|
0.4464 shares of common stock; and
|
•
|
a Series A warrant exercisable for 0.4464 shares of common stock at an exercise price of $2.5668 (or $5.75 per whole share of common stock under the Series A warrants).
|
•
|
D.F. King, which will act as the information agent in connection with this offering, by telephone at (212) 269-5550 (bankers and brokers) or (800) 290-6432 (all others) or by email at AP@dfking.com; or
|
•
|
your broker-dealer, trust company or other nominee (including any mobile investment platform) where your subscription rights are held.
|
•
|
deliver a completed subscription certificate and the required payment to Broadridge Corporate Issuer Solutions, Inc., the subscription agent for this offering, by the expiration date, or
|
•
|
if your shares of common stock are held in an account with a broker-dealer, trust company, bank or other nominee (including any mobile investment platform) that qualifies as an Eligible Guarantor Institution under Rule 17Ad-15 under the Securities Exchange Act of 1934, have your Eligible Guarantor Institution deliver a notice of guaranteed delivery to the subscription agent by the expiration date.
|
Record date
|
| |
August 17, 2020
|
Commencement date
|
| |
August 18, 2020
|
Expiration date
|
| |
September 16, 2020
|
Deadline for delivery of subscription certificates and payment of subscription prices
|
| |
September 16, 2020
|
Deadline for delivery of notices of guaranteed delivery
|
| |
September 16, 2020
|
Deadline for delivery of subscription certificates and payment of subscription prices pursuant to notices of guaranteed delivery
|
| |
September 21, 2020
|
•
|
our current capital resources and indebtedness, and our future need for additional liquidity and capital;
|
•
|
our need for increased financial flexibility in order to enable us to achieve our business plan;
|
•
|
the size and timing of the offering and alternative securities to be offered;
|
•
|
the potential dilution to our current shareholders if they choose not to participate in the offering;
|
•
|
the non-transferability of the subscription rights;
|
•
|
alternatives available for raising capital;
|
•
|
the potential impact of the offering on the public float for the common stock if the Series A warrants are exercised; and
|
•
|
the fact that existing shareholders would have the opportunity to purchase additional units.
|
|
| |
June 30, 2020
|
|||
|
| |
Actual
|
| |
Pro Forma
|
|
| |
(in thousands)
|
|||
Debt – current portion
|
| |
$16,550
|
| |
$16,550
|
Long-term debt
|
| |
$35,740
|
| |
35,740
|
Shareholders’ equity:
|
| |
|
| |
|
Common stock – par value $1.00; authorized 40,000 shares; issued and outstanding 12,794 shares
|
| |
12,794
|
| |
18,508
|
Additional paid-in capital
|
| |
156,855
|
| |
169,160
|
Retained deficit
|
| |
(46,531)
|
| |
(46,531)
|
Accumulated other comprehensive loss
|
| |
(69,202)
|
| |
(69,202)
|
Total Ampco-Pittsburgh shareholders’ equity
|
| |
53,916
|
| |
71,935
|
Noncontrolling interest
|
| |
7,269
|
| |
7,269
|
Total shareholders’ equity
|
| |
61,185
|
| |
79,204
|
Total capitalization
|
| |
$96,925
|
| |
114,944
|
•
|
696,789 shares of common stock issuable upon the exercise of outstanding options and other equity awards;
|
•
|
529,174 shares of common stock reserved for issuance under our equity incentive plan; and
|
•
|
5,714,285 shares of common stock issuable upon the exercise of Series A warrants sold in this offering.
|
•
|
our current capital resources and indebtedness, and our future need for additional liquidity and capital;
|
•
|
our need for increased financial flexibility in order to enable us to achieve our business plan;
|
•
|
the size and timing of the offering and alternative securities to be offered;
|
•
|
the potential dilution to our current shareholders if they choose not to participate in the offering;
|
•
|
the non-transferability of the subscription rights;
|
•
|
alternatives available for raising capital;
|
•
|
the potential impact of the offering on the public float for the common stock if the Series A warrants are exercised; and
|
•
|
the fact that existing shareholders would have the opportunity to purchase additional units.
|
•
|
your basic right, which will entitle you to purchase a number of units equal to the number of shares of common stock you held as of the record date; and
|
•
|
your over-subscription privilege, which will be exercisable only if you exercise your basic right in full and will entitle you to purchase additional units for which other rights holders do not subscribe, subject to the pro rata allocations and ownership limitation described in “—Over-Subscription Privilege.”
|
•
|
0.4464 shares of common stock; and
|
•
|
a Series A warrant exercisable for 0.4464 shares of common stock at an exercise price of $2.5668 (or $5.75 per whole share of common stock).
|
•
|
the market price of common stock prior to public announcement of the subscription price;
|
•
|
the fact that the subscription rights will be non-transferable;
|
•
|
the fact that holders of rights will have an over-subscription privilege;
|
•
|
the terms and expenses of this offering relative to other alternatives for raising capital, including fees payable to RHK Capital, and our ability to access capital through such alternatives;
|
•
|
comparable precedent transactions, including the range of discounts to market value represented by the subscription prices in other rights offerings;
|
•
|
the size of this offering; and
|
•
|
the general condition of the securities market.
|
Subscription Certificate Delivery Method
|
| |
Address/Number
|
By Notice of Guaranteed Delivery:
|
| |
Contact an Eligible Guarantor Institution, which may include a commercial bank or trust company, a member firm of a domestic stock exchange or a savings bank or credit union, to notify us of your intent to exercise the subscription rights.
|
|
| |
|
By Mail:
|
| |
Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718 |
|
| |
|
By Hand or Overnight Courier:
|
| |
Broadridge Corporate Issuer Solutions, Inc.
Attn: BCIS IWS 51 Mercedes Way Edgewood, NY 11717 |
•
|
deliver to the subscription agent prior to the expiration of the rights offering the subscription payment for each share you elected to purchase pursuant to the exercise of subscription rights in the manner set forth below under “Payment for Securities;”
|
•
|
deliver to the subscription agent prior to the expiration of the rights offering the form entitled “Notice of Guaranteed Delivery;” and
|
•
|
deliver the properly completed rights certificate evidencing your subscription rights being exercised and the related Nominee Holder Certification, if applicable, with any required signatures guaranteed, to the subscription agent within three (3) business days following the date you submit your Notice of Guaranteed Delivery.
|
•
|
your name;
|
•
|
the number of subscription rights represented by your rights certificate, the number of shares of units for which you are subscribing under your basic rights, and the number of units for which you are subscribing under your over-subscription privilege, if any; and
|
•
|
your guarantee that you will deliver to the subscription agent a rights certificate evidencing the subscription rights you are exercising within three (3) business days following the date the subscription agent receives your Notice of Guaranteed Delivery.
|
(1)
|
A participating rights holder may send to the subscription agent (a) payment of the subscription price for units acquired in the basic right and any additional units subscribed for pursuant to the over-subscription privilege and (b) a properly completed and duly executed subscription certificate, which must be received by the subscription agent at the subscription agent’s offices set forth above (see “—Subscription Agent”), at or prior to 5:00 p.m. (Eastern time) on the expiration date. A properly completed and duly executed subscription certificate and full payment for the units must be received by the subscription agent at or prior to 5:00 p.m. (Eastern time) on September 16, 2020, unless this offering is extended by us.
|
(2)
|
A participating rights holder may request an Eligible Guarantor Institution as that term is defined in Rule 17Ad-15 under the Exchange Act to send a notice of guaranteed delivery or otherwise guaranteeing delivery of (a) payment of the full subscription price for the units subscribed for in the basic right and any additional units subscribed for pursuant to the over-subscription privilege, and (b) a properly completed and duly executed subscription certificate. The subscription agent will not honor a notice of guaranteed delivery unless a properly completed and duly executed subscription certificate and full payment for the units is received by the subscription agent at or prior to 5:00 p.m. (Eastern time) on September 16, 2020, unless this offering is extended by us.
|
•
|
U.S. expatriates and former citizens or long-term residents of the United States;
|
•
|
persons holding the subscription rights, Series A warrants or shares of common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;
|
•
|
banks, insurance companies, and other financial institutions;
|
•
|
brokers, dealers or traders in securities;
|
•
|
“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;
|
•
|
entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);
|
•
|
tax-exempt organizations or governmental organizations;
|
•
|
persons deemed to sell Series A warrants or shares of common stock under the constructive sale provisions of the Code;
|
•
|
persons subject to special tax accounting rules as a result of any item of gross income with respect to the subscription rights, Series A warrants or shares of common stock being considered in an “applicable financial statement” (as defined in the Code);
|
•
|
persons for whom our capital stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code;
|
•
|
persons who hold or receive the subscription rights, Series A warrants or shares of common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and
|
•
|
tax-qualified retirement plans.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust that (a) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code), or (b) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person.
|
•
|
fails to furnish such U.S. holder’s taxpayer identification number;
|
•
|
furnishes an incorrect taxpayer identification number;
|
•
|
is notified by the IRS that such U.S. holder previously failed to properly report payments of interest or dividends; or
|
•
|
fails to certify under penalties of perjury that such U.S. holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that such U.S. holder is subject to backup withholding.
|
•
|
the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);
|
•
|
the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or
|
•
|
Series A warrants or common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.
|
(a)
|
to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
|
(b)
|
to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
|
(c)
|
by the underwriter to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
|
(d)
|
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any securities in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and
|
(b)
|
it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the securities in, from or otherwise involving the United Kingdom.
|
(a)
|
a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;
|
(b)
|
a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;
|
(c)
|
an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, (d) a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
(d)
|
a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
(e)
|
a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;
|
(f)
|
a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;
|
(g)
|
an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;
|
(h)
|
a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);
|
(i)
|
an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and
|
(j)
|
an entity, other than an entity formed for the purpose of purchasing securities in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.
|
(a)
|
by an investment firm, bank or intermediary permitted to conduct such activities in Italy in accordance with Legislative Decree No. 58 of 24 February 1998 and Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”);
|
(b)
|
in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy; and
|
(c)
|
in compliance with any other applicable laws and regulations and other possible requirements or limitations which may be imposed by Italian authorities.
|
•
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020;
|
•
|
our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 11, 2020 and for the quarter ended June 30, 2020, filed with the SEC on August 10, 2020;
|
•
|
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 27, 2020; and
|
•
|
our Current Reports on Form 8-K filed with the SEC on March 10, 2020, May 8, 2020 and June 24, 2020.
|
1 Year Ampco Pittsburgh Chart |
1 Month Ampco Pittsburgh Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions