Amended Statement of Beneficial Ownership (sc 13d/a)
August 12 2020 - 3:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
AMPCO-PITTSBURGH
CORPORATION
(Name
of Issuer)
Common
Stock, par value $1.00 per share
(Title
of Class of Securities)
032037103
(CUSIP
Number)
Altor
Fund II GP Limited
11-15
Seaton Place
St.
Helier, Jersey JE4 0QH Channel Islands
Tel:
+44 (0) 1534 833045
With
copies to:
Neil
Evans
Mayer
Brown International LLP
Bishopsgate
201
Bishopsgate
London
EC2M 3AF United Kingdom
Tel:
+44 20 3130 3000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12,
2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
CUSIP No. 032037103
1
|
NAME
OF REPORTING PERSON.
Altor
II Aggregator Topco Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey
(Channel Islands)
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
1,776,604
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
1,776,604
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,776,604
shares
|
12
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
13.9%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
(1)
|
Based
on 12,794,148 shares of common stock outstanding as of June 23, 2020, as reported in the Issuer’s Registration Statement
on Form S-1 filed on June 26, 2020.
|
CUSIP No. 032037103
1
|
NAME
OF REPORTING PERSON.
Altor
Fund II GP Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey
(Channel Islands)
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
1,776,604
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
1,776,604
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,776,604
shares
|
12
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
13.9%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
(1)
|
Based
on 12,794,148 shares of common stock outstanding as of June 23, 2020, as reported in the Issuer’s Registration Statement
on Form S-1 filed on June 26, 2020.
|
CUSIP No. 032037103
1
|
NAME
OF REPORTING PERSON.
Altor
Holdings Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐ (b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Jersey
(Channel Islands)
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
shares
|
8
|
SHARED
VOTING POWER
1,776,604
shares
|
9
|
SOLE
DISPOSITIVE POWER
0
shares
|
10
|
SHARED
DISPOSITIVE POWER
1,776,604
shares
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,776,604
shares
|
12
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
13.9%(1)
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
HC,
OO
|
|
|
|
|
(1)
|
Based
on 12,794,148 shares of common stock outstanding as of June 23, 2020, as reported in the Issuer’s Registration Statement
on Form S-1 filed on June 26, 2020.
|
Amendment
No. 1 to Schedule 13D
This
amendment to Schedule 13D is being filed by Altor II Aggregator Topco Limited, Altor Fund II GP Limited, and Altor Holdings Limited (collectively,
the “Reporting Persons”, and each, a “Reporting Person”) and relates to the common stock
(the “Common Stock”) of Ampco-Pittsburg Corporation (the “Issuer”) held by the Reporting
Persons.
The
Schedule 13D (the “Schedule”) filed with the Securities and Exchange Commission (the “SEC”)
on April 1, 2016, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This
amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended,
and refers only to information that has materially changed since the filing of the Schedule 13D. The items identified below,
or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated,
all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
ITEM
2. IDENTITY AND BACKGROUND
The
disclosure in Item 2 is hereby amended and restated in its entirety to read as follows:
|
(a)
|
This
Schedule is filed by Altor II Aggregator Topco Limited, a Jersey (Channel Islands) limited liability company (“Altor
II Aggregator”), Altor Fund II GP Limited, a Jersey (Channel Islands) limited liability company (“Altor
GP”), and Altor Holdings Limited, a Jersey (Channel Islands) limited liability company (“Altor Holdings”).
|
The
Reporting Persons have entered into a joint filing agreement, dated August 12, 2020, a copy of which is attached as an exhibit
to this Schedule. Each of the Reporting Persons disclaims beneficial ownership in all shares of Common Stock reported herein,
except to the extent of the Reporting Person’s respective pecuniary therein. This filing shall not be deemed an admission
that any of the Reporting Persons constitute a “group” for purposes of Section 13(d) or Section 13(g) of the Securities
Exchange Act of 1934, as amended.
|
(b)
|
The
principal business address of each of the Reporting Persons is PO Box 730, 11-15 Seaton Place, St. Helier, Jersey JE4 0QH
Channel Islands.
|
|
(c)
|
The
principal business of each of the Reporting Persons is to make investments in the securities of privately held and other businesses.
|
|
|
|
|
(d)
|
During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
|
|
(e)
|
During
the last five years, none of the Reporting Persons been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
|
|
(f)
|
The
place of organization of each of the Reporting Persons is set forth in Item 2(a) above.
|
ITEM
5. INTEREST IN SECURITIES OF THE ISSUER
The
disclosure in Items 5(a) and 5(b) is hereby amended and restated in its entirety to read as follows:
(a)
|
Altor
II Aggregator is the direct beneficial owner of 1,776,604 shares, or 13.9%, of the issued and outstanding shares of Common
Stock. The shares of Common Stock were contributed to Altor II Aggregator by its direct parent, Altor II Holdings Limited,
which acquired the shares of Common Stock from its members, Altor Fund II (No. 1) Limited Partnership, Altor Fund II (No.
2) Limited Partnership, Altor Fund II (No. 3) Limited Partnership, and Altor Fund II (No. 4) Limited (collectively, the “Altor
Funds”), pursuant to a share for share exchange. The Altor Funds are no longer Reporting Persons with respect to
the Common Stock.
|
Altor
GP, as the general partner or investment manager, as applicable, of each of the Altor Funds, may be deemed to have shared voting
and dispositive power with respect to the shares of Common Stock directly beneficially owned by Altor II Aggregator. As such,
Altor GP may be deemed an indirect beneficial owner of 1,776,604 shares, or 13.9%, of the issued and outstanding shares of Common
Stock.
Altor
Holdings, as the sole member of Altor GP, may be deemed to have shared voting and dispositive power with respect to the shares
of Common Stock beneficially owned by Altor GP. As such, Altor Holdings may be deemed an indirect beneficial owner of the 1,776,604
shares of Common Stock beneficially owned by Altor GP, or 13.9% of the issued and outstanding shares of Common Stock.
Each
of the Reporting Persons disclaims beneficial ownership in all shares of Common Stock reported herein, except to the extent of
the Reporting Person’s respective pecuniary therein. All share percentage calculations in this Schedule are based on 12,794,148
shares of Common Stock outstanding as of June 23, 2020, as reported in the Issuer’s Registration Statement on Form S-1 filed
with the SEC on June 26, 2020.
(b)
|
See
rows 7-10 of each cover page for information regarding the power to vote or direct the vote and the power to dispose or direct
the disposition of the shares of Common Stock by the Reporting Persons.
|
ITEM
7. MATERIALS TO BE FILED AS EXHIBITS
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
August 12, 2020
|
ALTOR
HOLDINGS LIMITED
|
|
|
|
By:
|
/s/
Mathew Hague
|
|
Name:
|
Mathew
Hague
|
|
Title:
|
Authorised
Signatory
|
|
|
|
By:
|
/s/
Alexandra Prince
|
|
Name:
|
Alexandra
Prince
|
|
Title:
|
Authorised
Signatory
|
|
|
|
ALTOR
FUND II GP LIMITED
|
|
|
|
By:
|
/s/
Mathew Hague
|
|
Name:
|
Mathew
Hague
|
|
Title:
|
Authorised
Signatory
|
|
|
|
By:
|
/s/
Guna Gunasekaran
|
|
Name:
|
Guna
Gunasekaran
|
|
Title:
|
Authorised
Signatory
|
|
|
|
ALTOR
II AGGREGATOR TOPCO LIMITED
|
|
|
|
By:
|
/s/
Mathew Hague
|
|
Name:
|
Mathew
Hague
|
|
Title:
|
Authorised
Signatory
|
|
|
|
By:
|
/s/
Alexandra Prince
|
|
Name:
|
Alexandra
Prince
|
|
Title:
|
Authorised
Signatory
|
7
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