AMPCO PITTSBURGH CORP
For the period ended Jun 30, 2024. Filed Aug 12, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 12, 2024
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Item 5. Other Information
(a) On August 8, 2024, the Board of Directors of the Corporation approved an amendment and restatement to the change in control agreement between Samuel C. Lyon, who serves as President of Union Electric Steel Corporation (“UES”), and the Corporation (as amended and restated, the “Lyon Change in Control Agreement”). As amended and restated, the Lyon Change in Control Agreement provides, among other things, that, subject to the terms and conditions set forth in the agreement, in the event of a “Change in Control” (as such term is defined in the Lyon Change in Control Agreement) of the Corporation or UES, followed by a termination of Mr. Lyon’s employment with the Corporation within 24 months of such change in control, Mr. Lyon will be entitled to receive a severance payment in the amount equal to the sum of (i) three times the annual base salary either at the time of the change in control or at termination, whichever is higher, and (ii) three times the bonus paid for the prior year, in addition to certain other benefits. The definition of “Change in Control” in the Lyon Change in Control Agreement was also amended to provide that in addition to the existing events constituting a
Change in Control, a Change in Control would also be deemed to have occurred if (x) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Corporation is or becomes the beneficial owner, directly or indirectly, of securities of UES representing fifty percent (50%) or more of the combined voting power of UES’s then outstanding securities, (y) the shareholders of UES approve a merger of, or consolidation involving, UES in which UES’s Common Stock, no par value per share, respectively, is converted into shares or securities of another corporation, or into cash or other property; or (z) the shareholders of the UES approve a plan of complete liquidation of UES or an agreement for the sale or disposition by UES of all or substantially all UES’s assets, respectively, either of which is followed by a distribution of all or substantially all of the net proceeds to the shareholders.
On August 8, 2024, the Board of Directors of the Corporation also approved an amendment and restatement to the change in control agreement between David G. Anderson, who serves as President of Air & Liquid Systems Corporation (“ALS”), and the Corporation (as amended and restated, the “Anderson Change in Control Agreement” and collectively with the Lyon Change in Control Agreement, the “Change in Control Agreements”). As amended and restated, the Anderson Change in Control Agreement provides, among other things, that, subject to the terms and conditions set forth in the agreement, in the event of a “Change in Control” (as such term is defined in the Anderson Change in Control Agreement) of the Corporation or ALS, followed by a termination of Mr. Anderson’s employment with the Corporation within 24 months of such change in control, Mr. Anderson will be entitled to receive a severance payment in the amount equal to the sum of (i) three times the annual base salary either at the time of the change in control or at termination, whichever is higher, and (ii) three times the bonus paid for the prior year, in addition to certain other benefits. The definition of “Change in Control” in the Anderson Change in Control Agreement was also amended to provide that in addition to the existing events constituting a Change in Control, a Change in Control would also be deemed to have occurred if (x) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Corporation is or becomes the beneficial owner, directly or indirectly, of securities of ALS representing fifty percent (50%) or more of the combined voting power of ALS’s then outstanding securities, (y) the shareholders of ALS approve a merger of, or consolidation involving, ALS in which the ALS’s Common Stock, $1.00 par value per share, respectively, is converted into shares or securities of another corporation, or into cash or other property; or (z) the shareholders of the ALS approve a plan of complete liquidation of ALS or an agreement for the sale or disposition by ALS of all or substantially all ALS’s assets, respectively, either of which is followed by a distribution of all or substantially all of the net proceeds to the shareholders.
This summary of the Change in Control Agreements do not purport to be complete and is qualified in its entirety by reference to the full text of the Change in Control Agreements, which are filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference..
(b) None.
(c) During the three months ended June 30, 2024, no director or officer of the Corporation adopted orterminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement,' with each term being defined in Item 408(a) of Regulation S-K.
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