UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
[X] Filed by the Registrant
[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to 167;240.14a-12
AMPCO-PITTSBURGH CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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[LOGO OF AMPCO PITTSBURGH]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD TUESDAY, APRIL 23, 2002
To the Shareholders of
Ampco-Pittsburgh Corporation
Notice is hereby given that the Annual Meeting of the Shareholders of Ampco-
Pittsburgh Corporation will be held in The Conference Room, 33rd Floor, 600
Grant Street, Pittsburgh, Pennsylvania, on Tuesday, April 23, 2002 at 10:00
a.m., for the following purposes:
1. To elect a class of two Directors for a term that expires in 2005.
2. To transact such other business as may properly come before the meeting
and any adjournment thereof.
Shareholders of record on March 5, 2002 are entitled to notice of and to
vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Rose Hoover
Rose Hoover,
Vice President and Secretary
Pittsburgh, Pennsylvania
March 14, 2002
All shareholders are cordially invited to attend the meeting in person. Your
vote is important and, whether or not you expect to attend in person, it is
requested that you PROMPTLY fill in, sign, and return the enclosed proxy card.
[LOGO OF AMPCO PITTSBURGH]
PROXY STATEMENT
March 14, 2002
Annual Meeting of Shareholders April 23, 2002
SOLICITATION OF PROXIES
This Statement is furnished in connection with the solicitation of proxies
to be used at the Annual Meeting of Shareholders of AMPCO-PITTSBURGH
CORPORATION (the "Corporation") to be held on April 23, 2002. The first
mailing of the proxy material to the shareholders is expected to be made on
March 14, 2002.
The accompanying proxy is solicited on behalf of the Board of Directors of
the Corporation. In addition to the solicitation of proxies by use of the
mails, proxies may be solicited by Directors and employees, in person or by
telephone, and brokers and nominees may be requested to send proxy material to
and obtain proxies from their principals. The Corporation will pay the costs
incurred for those solicitations of proxies and will pay Mellon Investor
Services, 44 Wall Street, New York, New York a fee of $7,500, plus
reimbursement of reasonable out-of-pocket expenses, for aid in the
solicitation of proxies.
Any shareholder has the power to revoke the proxy at any time prior to the
voting thereof. Revocation of the proxy will not be effective until notice
thereof has been given to the Secretary of the Corporation or until a duly
executed proxy bearing a later date is presented.
VOTING SECURITIES AND RECORD DATE
Only holders of record of Common Stock of the Corporation at the close of
business on March 5, 2002, will be entitled to vote at the meeting. On that
date, there were 9,608,897 shares of Common Stock outstanding. The holders of
those shares are entitled to one vote per share. In the election of Directors,
the shares may be voted cumulatively. Cumulative voting means that the number
of shares owned by each shareholder may be multiplied by the number of
Directors to be elected and that total voted for the nominees in any
proportion. Shares that are not voted cumulatively are voted on a one vote per
share basis for each nominee, except for those nominees, if any, for whom the
shareholder is withholding authority to vote.
REQUIRED VOTE
Under Pennsylvania law and the Corporation's by-laws, the presence of a
quorum is required to transact business at the 2002 Annual Meeting of
Shareholders. A quorum is defined as the presence, either in person or by
proxy, of a majority of the votes that all shareholders are entitled to cast
at the meeting. Abstentions, votes withheld from director nominees, and
broker-dealer non-votes (shares held by a broker or nominee as to which the
broker or nominee does not have the authority to vote on a particular matter)
will be counted for purposes of determining a quorum, but will have no effect
on matters to be voted on. Assuming the presence of a quorum, the two nominees
for director receiving the highest number of votes will be elected directors
and the affirmative vote of a majority of the votes cast at the meeting is
necessary to approve any other proposal.
1
ELECTION OF DIRECTORS
A class of two Directors will be elected for a term of three years to fill
the class of Directors whose term expires in 2002. Both nominees for election
to the Board of Directors are currently Directors. The nominees were
recommended by the Nominating Committee and nominated by the Board of
Directors at its February 28, 2002 meeting and are willing to serve as
Directors if elected. If at the time of the Annual Meeting a nominee should be
unable or unwilling to stand for election, the proxies will be voted for the
election of such person, if any, as may be selected by the Board of Directors
to replace him.
Under the Corporation's By-laws, a shareholder may make nominations for
Directors, but only in the period that is not less than sixty (60) or more
than ninety (90) days in advance of the anniversary date of the previous
year's annual meeting.
Proxies in the enclosed form will be voted, unless otherwise directed, for
the following nominees:
Nominees for Directors for a Term of Office Expiring in 2005:
Louis Berkman (age 93, Director since 1960). He has been Chairman of the Board
and 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).
Carl H. Pforzheimer, III (age 65, Director since 1982). For more than five
years he has been Managing Partner of Carl H. Pforzheimer & Co. (member of the
New York and American Stock Exchanges).
Directors Whose Term of Office Expires in 2004:
Leonard M. Carroll (age 59, Director since 1996). He has been Managing
Director of Seneca Capital Management, Inc. (a private investment company) for
more than five years.
Laurence E. Paul (age 37, Director since 1998). He is a Vice President of The
Louis Berkman Company. From 1995 to February 2001 he served in various
capacities, including as a Managing Director, of Donaldson, Lufkin & Jenrette
(Investment Banker). The firm was bought by Credit Suisse First Boston in
2000.
Ernest G. Siddons (age 68, Director since 1981). He has been Executive Vice
President and Chief Operating Officer of the Corporation for more than five
years.
Directors Whose Term of Office Expires in 2003:
William D. Eberle (age 78, Director since 1982). He is a private investor and
consultant and is Chairman of Manchester Associates, Ltd. He is also a
director of Mitchell Energy & Development Co., America Service Group, and
Konover Property Trust.
Robert A. Paul (age 64, Director since 1970). He has been President and Chief
Executive 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 National
City Corporation.
Louis Berkman is the father-in-law of Robert A. Paul and the grandfather of
Laurence E. Paul (son of Robert A. Paul). There are no other family
relationships among the Directors and Officers.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings in 2001. The Executive Committee
of the Board of Directors held one meeting and took action four times by
written consent. The Executive Committee is comprised of four Directors: Louis
Berkman, Robert A. Paul, Ernest G. Siddons and Leonard M. Carroll. The Salary,
Nominating
2
and Stock Option Committees are comprised of William D. Eberle (Chairman),
Leonard M. Carroll and Carl H. Pforzheimer, III. The Salary Committee met once
in 2001. In 2001 all of the Directors attended more than 75% of the applicable
meetings. Each Director who is not employed by the Corporation receives an
annual retainer of $6,000 (payable quarterly), $1,000 for each Board meeting
attended and $500 for each committee meeting attended. Attendance can be
either in person or by telephonic connection. Directors do not receive a fee
for either Board or Committee meetings if they do not attend.
The Audit Committee held six meetings in 2001 and is comprised of three
Directors: Carl H. Pforzheimer, III (Chairman), William D. Eberle and Leonard
M. Carroll. None of the Committee members is now, or has within the past five
years been, an employee of the Corporation. The Audit Committee reviews the
Corporation's accounting and reporting practices, including internal control
procedures, and maintains a direct line of communications with the Directors
and the independent accountants.
The Board of Directors has adopted a written charter for the Audit
Committee, a copy of which was included as an appendix to the proxy statement
dated March 14, 2001. All members of the Audit Committee are independent as
that term is defined by Section 303.01(B)(2)(a) and (3) of the New York Stock
Exchange listing standards as may be modified or supplemented.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the audited financial
statements with management and has discussed with the independent accountants
the matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU 380), as may be modified or supplemented.
The Audit Committee has received the written disclosures and the letter from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and has discussed with
the independent accountants the independent accountants' independence.
Based on the review and discussions referred to in the preceding paragraphs,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Corporation's Annual Report on Form
10-K for the last fiscal year for filing with the Securities and Exchange
Commission.
Audit Fees
The following fees were billed to the Corporation for the fiscal year ended
December 31, 2001 by the member firms of Deloitte Touche Tohmatsu and their
respective affiliates:
Audit Fees: $203,250
Financial Information System Design and Implementation: -0-
All Other Fees: 285,062
--------
Total $488,312
========
The Audit Committee has considered whether the provision of the non-audit
services is compatible with maintaining the principal accountant's
independence.
Carl H. Pforzheimer, III
William D. Eberle
Leonard M. Carroll
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT INCLUDING
NOMINEES
As of March 5, 2002, Louis Berkman owned directly 215,000 shares of the
Common Stock of the Corporation and had the right to acquire 120,000 shares
pursuant to stock options. As of the same date, The Louis Berkman Company,
P.O. Box 576, Steubenville, Ohio, 43952, owned beneficially and of record
2,363,842 shares of the Common Stock of the Corporation. Louis Berkman, an
officer and director of The Louis Berkman Company, owns directly 61.51% of its
common stock. Robert A. Paul, an officer and director of The Louis Berkman
Company, disclaims beneficial ownership of the 38.49% of its common stock
owned by his wife. Louis Berkman and Robert A. Paul are trustees of The Louis
and Sandra Berkman Foundation and disclaim beneficial ownership of the 1,266
shares of the Corporation's Common Stock held by such Foundation.
In March, 1998, Gabelli Funds, Inc. and affiliates, Corporate Center, Rye,
NY 10580, filed an amendment to its Schedule 13D reporting they owned
1,893,500 shares or 19.77%. In January 2002, Dimensional Fund Advisors Inc.,
1299 Ocean Avenue, Santa Monica, CA 90401 filed a 13G disclosing that as of
December 31, 2001 it had sole voting and dispositive power of 802,800 shares
or 8.35% (all of which shares are held in portfolios of various investment
vehicles).
The following table sets forth as of March 5, 2002 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:
Name of Amount and nature of Percent
beneficial owner beneficial ownership of class
---------------- -------------------- --------
Louis Berkman (N) 2,701,108(1)(2) 28.11
Robert A. Paul 177,922(2)(3) 1.85
Ernest G. Siddons 101,833(4) 1.06
Robert F. Schultz 30,200(5) .31
Terrence W. Kenny 25,000(6) .26
Carl H. Pforzheimer, III (N) 2,733(7) *
Leonard M. Carroll 1,500 *
Laurence E. Paul 1,000 *
William D. Eberle 200 *
Directors and Executive Officers
as a group (11 persons) 3,060,230(8) 31.85
--------
(N) Nominee for Director
*less than .1%
(1) Includes 215,000 shares owned directly, 120,000 shares which he has the
right to acquire within 60 days pursuant to stock options, 2,363,842
shares owned by The Louis Berkman Company and the following shares in
which he disclaims beneficial ownership: 1,266 shares held by The Louis
and Sandra Berkman Foundation, of which Louis Berkman and Robert A. Paul
are Trustees, and 1,000 shares owned by his wife.
(2) The Louis Berkman Company owns beneficially and of record 2,363,842 shares
of the Corporation's Common Stock. Louis Berkman is an officer and
director of The Louis Berkman Company and owns directly 61.51% of its
common shares. Robert A. Paul, an officer and director of The Louis
Berkman Company, disclaims beneficial ownership of the 38.49% of its
common stock owned by his wife. The number of shares shown in the table
for Robert A. Paul does not include any shares held by The Louis Berkman
Company.
(3) Includes 42,889 shares owned directly, 120,000 shares which he has the
right to acquire within 60 days pursuant to stock options and the
following shares in which he disclaims beneficial ownership: 13,767 shares
owned by his wife and 1,266 shares held by The Louis and Sandra Berkman
Foundation, of which Robert A. Paul and Louis Berkman are Trustees.
4
(4) Includes 1,833 shares owned jointly with his wife and 100,000 shares which
he has the right to acquire within 60 days pursuant to stock options.
(5) Includes 200 shares owned jointly with his wife and 30,000 shares he has
the right to acquire within 60 days pursuant to stock options.
(6) Shares which he has the right to acquire within 60 days pursuant to stock
options.
(7) Includes 1,000 shares owned directly, 800 shares held by a trust of which
he is a trustee and principal beneficiary, and the following shares in
which he disclaims beneficial ownership: 133 shares held by his daughter
and 800 shares held by a trust of which he is a trustee.
(8) Includes 415,000 shares which certain officers have the right to acquire
within 60 days pursuant to stock options and 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.
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
Annual Compensation
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(a) (b) (c) (d) (g) (i)
Securities
Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options (#)(2) Compensation ($)
--------------------------- ---- ---------- --------- -------------- ----------------
Robert A. Paul 2001 400,000 0
President and Chief 2000 375,000 63,750 60,000(1)
Executive Officer 1999 353,250 112,500 60,000(2)
Louis Berkman 2001 400,000 0
Chairman of the Board and 2000 375,000 63,750 60,000(1)
Executive Committee 1999 353,250 112,500 60,000(2)
Ernest G. Siddons 2001 360,000 0
Executive Vice President 2000 336,000 57,120 50,000(1)
and Chief Operating
Officer 1999 316,500 100,800 50,000(2)
Terrence W. Kenny 2001 140,000 38,500(3)
Group Vice 2000 120,000 30,000 12,500(1)
President 1999 110,550 25,000 12,500(2)
Robert F. Schultz 2001 153,000 0
Vice President 2000 147,000 18,000 10,000(1)
Industrial Relations 1999 142,000 20,000 20,000(2)
and Senior Counsel
--------
(1) Options granted on April 25, 2000 and exercisable on June 1, 2000.
(2) Options granted on December 15, 1998 but were not exercisable until May
1999.
(3) Pursuant to an Incentive Bonus Plan based on income from operations of the
Air and Liquid Handling Group.
5
Stock Option Plan
The Corporation's 1997 Stock Option Plan, as amended, permits the grant of
options exercisable for shares of Common Stock to corporate officers and other
key employees of the Corporation and its subsidiaries upon such terms,
including exercise price and conditions and timing of exercise, as may be
determined by the Stock Option Committee. The Stock Option Plan authorizes the
grants of awards up to a maximum of 600,000 shares of the Corporation's Common
Stock, however, the maximum number of Shares with respect to which stock
options may be granted to any one Participant in any fiscal year may not
exceed 150,000. In 2001, no options were granted.
Pension Benefits
The Corporation has a tax qualified retirement plan (the "Plan") applicable
to the Executive Officers, to which the Corporation makes annual
contributions, as required, 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 as early as age 55. The primary
benefit formula is 1.1% of the highest consecutive five year average earnings
in the final ten years, times years of service. Federal law requires that 5%
owners start receiving a pension no later than April 1 following the calendar
year in which the age 70 1/2 is reached. Louis Berkman is currently receiving
$6,164 a month pursuant to the Plan. As an active employee, Mr. Berkman
continues to receive credit for additional service rendered after age 70 1/2.
The Corporation adopted a Supplemental Executive Retirement Plan (SERP) in
1988, amended and restated in 1996, for certain officers and key employees,
covering retirement after completion of ten years of service and attainment of
age 55. All officers listed in the compensation table are Participants in the
SERP, except Louis Berkman. The combined retirement benefit at age 65 or older
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 estimated annual pension under the Plan and SERP, if
applicable, that would be payable, without offset, to the individuals named in
the compensation table assuming continued employment to retirement at age 65
or older and assuming the compensation stated in the table is the final five
year average.
Louis Berkman (1)
Robert A. Paul $200,000
Ernest G. Siddons $180,000
Terrence W. Kenny $ 89,250
Robert F. Schultz $ 76,500
--------
(1) Mr. Berkman is currently receiving a pension pursuant to the Plan as
described above.
Termination of Employment and Change of Control Arrangements
Mr. Berkman, Mr. Paul and Mr. Siddons 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. Mr. Schultz, Mr. Kenny, the two remaining Vice Presidents and a
certain key employee 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). All of the
contracts provide for the continuation of employee benefits, for
6
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 if
applicable.
Salary Committee Interlocks and Insider Participation in Compensation
Decisions
A Salary Committee is appointed each year by the Board of Directors. The
Salary Committee for the year 2001 was comprised of three Directors: William
D. Eberle (Chairman), Leonard M. Carroll and Carl H. Pforzheimer, III. None of
the Committee members is now, or ever has been, an officer or employee of The
Corporation.
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
officers 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 after a recommendation by the Salary Committee. Salaries for
executive officers below the level of $150,000 are set by the Chairman,
President and Executive Vice President of the Corporation.
The Compensation reported for the last completed fiscal year for the Chief
Executive Officer of the Corporation, as well as the other applicable
executive officers, was based on an analysis conducted by the Salary
Committee. 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 benefiting the long-term
interest of shareholders.
The Salary Committee had previously approved an incentive program for 2001
covering Louis Berkman, Robert A. Paul and Ernest G. Siddons ("Participants").
Incentive payments were to be determined by formula, based exclusively on the
Corporation's 2001 income from operations performance as compared to the
Corporation's business plan. These payments were to be limited to 30% of base
salary of Participants. In 2001, no incentives were earned by the
participants.
This report of the Salary Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement 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.
Leonard M. Carroll
William D. Eberle
Carl H. Pforzheimer, III
7
Comparative Five-Year Total Returns*
Ampco-Pittsburgh Corporation, Standard & Poors 500 and Value Line Steel
(Integrated) Index
(Performance results through 12/31/01)
[LINE GRAPH]
1996 1997 1998 1999 2000 2001
Ampco Pittsburgh Corporation 100 167.12 95.07 91.49 112.51 104.56
Standard & Poors 500 100 133.23 171.07 205.77 183.02 159.16
Steel Integrated 100 105.92 100.25 224.31 133.95 198.85
Assumes $100 invested at the close of trading on the last trading day preceding
January 1, 1997 in Ampco-Pittsburgh 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 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 2001, the Corporation bought industrial supplies from The Louis Berkman
Company in transactions in the ordinary course of business amounting to
approximately $1,625,000. Additionally, The Louis Berkman Company paid the
Corporation $188,333 for certain administrative services. Louis Berkman is an
officer, director and shareholder, Robert A. Paul is an officer and director,
and Laurence E. Paul is an officer, of that Company. These transactions and
services were at prices generally available from outside sources. Transactions
between the parties will take place in 2002.
8
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
On February 28, 2002, the Board of Directors, upon recommendation of the
Audit Committee, selected Deloitte & Touche LLP ("D&T") as the independent
accountants for the year 2002.
Representatives of D&T will be in attendance at the Annual Meeting, will
have the opportunity to make a statement if they wish to do so and will
respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 2003
Any shareholder who wishes to place a proposal before the next Annual
Meeting of Shareholders must submit the proposal to the Corporation's
Secretary, at its executive offices, not less than 120 calendar days in
advance of the anniversary date of the release of this proxy statement to have
it considered for inclusion in the proxy statement for the Annual Meeting in
2003.
OTHER MATTERS
The Board of Directors does not know of any other business that will be
presented for action at the Annual Meeting. Should any other matter come
before the meeting, however, action may be taken thereon pursuant to proxies
in the form enclosed unless discretionary authority is withheld.
9
Please mark [X]
your vote as
indicated in
this example
ELECTION OF DIRECTORS.
FOR all nominees WITHHOLD
listed below AUTHORITY
(Except as to vote for all
marked to the nominees
contrary) listed below
[_] [_]
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the line below the names of the
nominees for Directors.)
All proxies heretofore given or executed with
The election of 01 Louis Berkman and 02 Carl H. Pforzheimer, III respect to the shares of stock represented by this
for a term expiring in 2005. proxy are by the filing of this proxy, expressly
revoked.
PLEASE DO NOT FOLD, STAPLE OR DAMAGE.
Dated:_______________________________________, 2002
___________________________________________________
Signature
___________________________________________________
Signature if held jointly
NOTE: Signature should conform exactly to name as
stenciled hereon. Executors, administrators,
guardians, trustees, attorneys and officer signing
for a corporation should give full title. For joint
accounts each owner must sign.
-----------------------------------------------------------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
-PROXY- [Logo of ampco pittsburgh] -PROXY-
This Proxy is Solicited on Behalf of the Board of Directors
THE UNDERSIGNED hereby appoints Louis Berkman, Robert A. Paul and
Ernest G. Siddons as proxies with full power of substitution, to vote as
specified on the reverse side the shares of stock which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of AMPCO-PITTSBURGH
CORPORATION, to be held in The Conference Room, 33/rd/ Floor, 600 Grant
Street, Pittsburgh, PA, on Tuesday, April 23, 2002, at 10:00 a.m., and any
adjournments thereof and to vote in their discretion on such other matters
as may properly come before the meeting.
WHEN PROPERLY EXECUTED THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN
ITEM 1 (OR, IN THE DISCRETION OF THE PROXIES, THE SHARES MAY BE VOTED
CUMULATIVELY).
PLEASE SIGN ON REVERSE SIDE and mail in the enclosed, postage prepaid
envelope.
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. FOLD AND DETACH HERE .