Edgar Filing: AMPCO PITTSBURGH CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the fiscal year ended December 31, 2000

Commission File Number 1-898

AMPCO-PITTSBURGH CORPORATION I.R.S. Employer Identification
600 Grant Street, Suite 4600, Pittsburgh, PA 15219 No. 25-1117717
412/456-4400 State of Incorporation: Pennsylvania

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- ----------------------

Common stock, $1 par value New York Stock Exchange
Philadelphia Stock Exchange

Series A Preference Stock New York Stock Exchange
Purchase Rights Philadelphia Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 6, 2001, 9,602,621 common shares were outstanding. The
aggregate market value of the voting stock of Ampco-Pittsburgh Corporation held
by non-affiliates (based upon the closing price of these shares on the New York
Stock Exchange) was approximately $77 million.

DOCUMENTS INCORPORATED BY REFERENCE: Parts I, II and IV of this report
incorporate by reference certain information from the Annual Report to
Shareholders for the year ended December 31, 2000.

PART I

ITEM 1 - BUSINESS

(a) GENERAL DEVELOPMENT OF BUSINESS

Ampco-Pittsburgh Corporation (the "Corporation") was incorporated in
Pennsylvania in 1929.

In 2000, a subsidiary of the Corporation acquired the stock of The
Keystone Roll Company, a small, modern machining, welding and fabricating
company, which manufactures heat transfer rolls. The Corporation believes that
this acquisition will complement the existing plastics processing machinery
segment.

The Corporation's businesses are classified in three segments - Forged
and Cast Rolls, Air and Liquid Processing, and Plastics Processing Machinery.

The Registrant, individually or together with its consolidated
subsidiaries, is also referred to herein as the Corporation.

(b) FINANCIAL INFORMATION ABOUT SEGMENTS

The sales and operating profit of the Corporation's three segments and
the identifiable assets attributable to each segment for the three years ended
December 31, 2000 are set forth in Note 15 (Business Segments) on page 21 of the
Annual Report to Shareholders for the year ended December 31, 2000, which is
incorporated herein by reference.

Forged and Cast Rolls Segment
-----------------------------

Union Electric Steel Corporation produces forged hardened steel rolls
for the producers of steel, aluminum and other metals throughout the world. It
is headquartered in Carnegie, Pennsylvania with manufacturing facilities in
Carnegie, Burgettstown and Erie, Pennsylvania; Valparaiso, Indiana; and
Tessenderlo, Belgium. Union Electric Steel Corporation is considered one of the
largest producers of forged hardened steel rolls in the United States. In
addition to several domestic competitors, several major European and Japanese
manufacturers also compete in both the domestic and foreign markets.

The Davy Roll Company Limited produces cast rolls for hot and cold strip
mills, medium/heavy section mills and plate mills in a variety of iron and steel
qualities. It is located in Gateshead, England and is a major European supplier
of cast rolls to the metal working industry worldwide. It primarily competes
with one British company and several European and American companies in both the
domestic and foreign markets.

Formet Limited custom forges special stock alloys principally used in
the oil and gas, petrochemical, marine and general engineering industries. It is
located in New Castle, England and competes with several other companies.

Turner Chilled Rolls Limited is located in Ipswich, England and
manufactures high quality cast rolls used by the food and animal feed processing
industries. It also competes with several other companies.

Air and Liquid Processing Segment
---------------------------------

Aerofin Corporation produces finned tube and plate finned heat exchange
coils for the commercial and industrial construction, process and utility
industries and is headquartered in Lynchburg, Virginia.

Buffalo Air Handling Company produces large standard and custom air
handling systems used in commercial and industrial buildings and is
headquartered in Amherst, Virginia.

Buffalo Pumps, Inc. manufactures a line of centrifugal pumps for the
refrigeration, power generation and marine defense industries and is
headquartered in North Tonawanda, New York.

All three of the companies in this segment compete with several major
competitors.

Plastics Processing Machinery Segment
-------------------------------------

New Castle Industries, Inc. and its subsidiaries primarily produce feed
screws, barrels and chill rolls for use principally in the plastics processing
industry and is headquartered in New Castle, Pennsylvania. The New Castle
Industries group competes with a number of small regional companies.

F. R. Gross Company, located in Stow, Ohio, manufactures heat transfer
rolls and chill rolls for use by original equipment machinery manufacturers and
processors principally serving the plastics industry but also the paper,
packaging, printing and converting industries. Keystone Rolls Company
manufactures heat transfer rolls for the sheet, film, paper coating and textile
industries. Both of these companies compete with a number of small regional
companies.

In all three segments, the products are dependent on engineering,
principally custom designed and are sold to sophisticated commercial and
industrial users in the United States and countries outside of the United
States.

No one customer's purchases in any segment were material to the
Corporation. Contracts that may be subject to renegotiation or termination are
not material to the Corporation. The Corporation's businesses are not seasonal
but are subject to the cyclical nature of the industries and markets served.

For additional information on the products produced and financial
information about each segment, see pages 2 through 6 and Note 15 (Business
Segments) on page 21 of the Annual Report to Shareholders for the year ended
December 31, 2000, which are incorporated herein by reference.

Raw Materials
-------------

Raw materials used in all segments are generally available from many
sources and the Corporation is not dependent upon any single supplier for any
raw material. Certain of the raw materials used by the Corporation have
historically been subject to variations in price. The Corporation generally does
not purchase or arrange for the purchase of a major portion of raw materials
significantly in advance of the time it requires them.

Patents
-------

While the Corporation holds some patents, trademarks and licenses, in
the opinion of management, they are not material to any segment of the
Corporation's business other than in protecting the goodwill associated with the
names under which products are sold.

Working Capital
---------------

Each segment of the Corporation's business maintains levels of
inventory, which

generally reflect normal requirements and are believed to reflect the practices
of its industries. Production in all segments is generally to custom order and
requires inventory levels of raw materials or semi-finished products with only a
limited level of finished products. The Corporation extends credit terms
consistent with practices of the industries served.

Backlog
-------

The backlog of orders at December 31, 2000 was approximately
$115,552,000 compared to a backlog of $119,491,000 at year-end 1999. Most of
those orders are expected to be filled in 2001.

Competition
-----------

The Corporation faces considerable competition from a large number of
companies in each segment. The Corporation believes, however, that it is a
significant factor in each of the principal markets which it serves. Competition
in all segments is based on quality, service, price and delivery.

Research and Development
------------------------

As part of an overall strategy to develop new markets and maintain
leadership in each of the industry niches served, each of the Corporation's
businesses in all three segments incur expenditures for research and
development. The activities that are undertaken are designed to develop new
products, improve existing products and processes, enhance product quality,
adapt products to specific customer requirements and reduce costs. In the
aggregate, these expenditures approximate $1,500,000 per year.

Environmental Protection Compliance Costs
-----------------------------------------

Expenditures for environmental control matters were not material to any
segment in

2000 and such expenditures are not expected to be material in 2001.

Employees
----------

In December 2000, the Corporation had 1,817 active employees.

(d) FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

The Corporation has foreign operations in Belgium and the United
Kingdom. For financial information relating to foreign and domestic operations
see Note 15 (Business Segments) on page 21 of the Annual Report to Shareholders
for the year ended December 31, 2000, which is incorporated herein by reference.

ITEM 2 - PROPERTIES

The location and general character of the principal locations in each of
the three segments, all of which are owned unless otherwise noted, are as
follows:

Company and Principal Approximate Type of
Location Use Square Footage Construction
----------- --------- -------------- ------------

Forged and Cast Rolls Segment
-----------------------------

Union Electric Steel Corp.

Route 18 Manufacturing 186,000 on Metal and
Burgettstown, PA 15021 facilities 55 acres steel

726 Bell Street Manufacturing 153,000 on Metal and
Carnegie, PA 15106 facilities and 5 acres steel
offices

U.S. Highway 30 Manufacturing 88,000 on Metal and
Valparaiso, IN 46383 facilities 20 acres steel

Company and Principal Approximate Type of
Location Use Square Footage Construction
----------- --------- -------------- ------------

Forged and Cast Rolls Segment (cont')
-------------------------------------

Union Electric Steel Corp. (cont')

1712 Greengarden Road Manufacturing 40,000* Metal and
Erie, PA 16501 facilities steel

Industrie Park Manufacturing 66,000 on Concrete,
B-3980 Tessenderlo facilities and 15 acres metal and
Belgium offices steel

The Davy Roll Company

Gateshead Division Manufacturing 274,000 on Steel framed,
Coulthards Lane facilities and 12 acres metal and
Gateshead, Tyne and War offices brick
England

Formet Limited

Wincomblee Road Manufacturing 48,000 on Steel framed,
Low Walker facilities and 1.6 acres* metal and
New Castle-upon-Tyne offices brick
England

Turner Chilled Rolls Limited

Farthing Road Manufacturing 29,000 on Steel framed,
Ipswich facilities and 1.2 acres metal and
England offices brick

Company and Principal Approximate Type of
Location Use Square Footage Construction
----------- --------- -------------- ------------

Air and Liquid Processing Segment
---------------------------------

Aerofin Corporation Manufacturing 146,000 on Brick,
4621 Murray Place facilities and 15.3 acres concrete
Lynchburg, VA 24506 offices and steel

Buffalo Air Handling Manufacturing 89,000 on Metal and
Company facilities and 19.5 acres steel
Zane Snead Drive offices
Amherst, VA 24531

12740 Lynchburg Salem Assembly 16,240* Metal and
Turnpike facility steel
Forest, VA

Buffalo Pumps, Inc. Manufacturing 94,000 on Metal, brick
874 Oliver Street facilities and 7 acres and cement
N. Tonawanda, NY 14120 offices block

Plastics Processing Machinery Segment
-------------------------------------

Atlantic Grinding &
Welding, Inc.
9 Ricker Avenue Manufacturing 19,000 on Metal and
Londonderry, NH 03053 facilities and offices 2.6 acres Steel

1950 Old Dunbar Road Manufacturing 20,000* Metal and
West Columbia, SC 29172 facilities steel

Bimex Industries, Inc. Manufacturing 33,500 on Metal and
319 Universal Street facilities and 7.8 acres steel
Wales, WI 53183 offices

F. R. Gross Co., Inc. Manufacturing 25,300 on Masonry,
1397 Commerce Drive facilities and 4.2 acres metal and
Stow, OH 44224 offices steel

Keystone Rolls Company, Inc.
40 Council Avenue Manufacturing 25,000 on Metal and
Wheatland, PA 16161 facilities and offices 4.5 acres steel

Company and Principal Approximate Type of
Location Use Square Footage Construction
----------- --------- -------------- ------------

Plastics Processing Machinery Segment (cont')
---------------------------------------------

New Castle Industries, Inc.
1399 Countyline Road Manufacturing 81,600 on Metal and
New Castle, PA 16102 facilities and offices 18.5 acres steel

925 Industrial Street Manufacturing 31,000 on Masonry
New Castle, PA 16102 facilities 5.3 acres with steel
truss roof

----------------
* Facility is leased.

The Corporate office space is leased as are several small sales offices.
All of the owned facilities are adequate and suitable for their respective
purposes.

The Corporation estimates that all of its facilities were operated within
75% to 95% of their normal capacity during 2000. Normal capacity is defined as
capacity under approximately normal conditions with allowances made for
unavoidable interruptions, such as lost time for repairs, maintenance,
breakdowns, set-up, failure, supply delays, labor shortages and absences,
Sundays, holidays, vacation, inventory taking, etc. The number of work shifts
are also taken into consideration.

ITEM 3 - LEGAL PROCEEDINGS

The Corporation has been involved in various claims and lawsuits
incidental to its business. In the opinion of management, the Corporation has
meritorious defenses in those cases and believes that, in the aggregate, any
liability will not have a material effect on the financial position of the
Corporation.

A lawsuit was commenced in May, 1991 against the Corporation and its
subsidiary, Vulcan, Inc. ("Vulcan"), arising out of the filing of a petition
under Chapter 11 of the

United States Bankruptcy Code in October, 1990 by Valley-Vulcan Mold Company
(the "Partnership"), a 50/50 partnership formed in September, 1987 between
Vulcan and Valley Mould Corporation, a subsidiary of Microdot, Inc. Microdot and
Valley are unrelated to the Corporation and were also defendants in the lawsuit.
The Partnership acquired the ingot mold businesses of each of the partners. On
June 10, 1993, Microdot also filed a Petition under Chapter 11 of the United
States Bankruptcy Code. In October 1994, Microdot's Chapter 11 case was
converted to a Chapter 7 liquidation.

In the lawsuit, Official Unsecured Creditors' Committee of Valley-Vulcan
--------------------------------------------------------
Mold Company v. Microdot, Inc., Valley Mould Corporation, Ampco-Pittsburgh
--------------------------------------------------------------------------
Corporation and Vulcan, Inc., the plaintiff, allegedly on behalf of the debtor
----------------------------
Partnership, filed a proceeding in the United States Bankruptcy Court for the
Northern District of Ohio against Microdot, Valley, Vulcan and the Corporation,
seeking to set aside the Corporation's liens on the Partnership's assets, to
hold all defendants liable for the debts of the Partnership, and return of all
money received by any of the defendants from the Partnership and out of the
proceeds of a loan to the Partnership by a third-party lender, alleged to be at
least $9.35 million. The Corporation's liens secure a guaranty that it was
required to give with respect to a Vulcan obligation that was assumed by the
Partnership, and a $500,000 loan made to the Partnership.

The trial of this lawsuit was held the week of October 4, 1993. In April
1994, the Court issued a judgment in favor of the Corporation. Under the Court's
decision, all claims against the Corporation were denied. All claims against
Vulcan were also denied except for its liability as a general partner. Vulcan's
only asset is its interest in the partnership, which has no value and
accordingly the judgment will not have any adverse effect on the

Corporation. In May 1994, plaintiff appealed to the United States District
Court, Northern District of Ohio, Eastern Division. In 1998, upon stipulation of
the parties, the Court ordered this appeal transferred to the Bankruptcy
Appellate Panel for the Sixth Circuit ("BAP"). In August 1999, the BAP affirmed
all of the trial court's rulings and the plaintiff/appellant appealed this
decision to the United States Court of Appeals for the Sixth Circuit ("Court of
Appeals"). In February 2001 the Court of Appeals also affirmed the judgment
issued by the trial court.

The Corporation is currently performing remedial activities in
connection with the sale of real estate owned or used by discontinued
operations. In addition, the Corporation has been designated as a Potentially
Responsible Party ("PRP") at a third party landfill site used by a former
operation. However, the Corporation believes that based on information known to
date for all environmental matters considered in the aggregate, the liability to
the Corporation would not be material.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth
quarter.

PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information called for by this item is set forth on pages 22 and 23
of the Annual Report to Shareholders for the year ended December 31, 2000 which
is incorporated herein by reference.

ITEM 6 - SELECTED FINANCIAL DATA

The information called for by this item is set forth on page 23 of the
Annual Report to Shareholders for the year ended December 31, 2000, which is
incorporated herein by reference.

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 pages 7 through
10 of the Annual Report to Shareholders for the year ended December 31, 2000,
which are incorporated herein by reference.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is set forth in Note 9
(Financial Instruments: Forward Foreign Exchange Contracts) on pages 18 and 19
and Results of Operations on pages 7 through 10 of the Annual Report to
Shareholders for the year ended December 31, 2000, which is incorporated herein
by reference.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this item is set forth on pages 11 through
21 of the Annual Report to Shareholders for the year ended December 31, 2000,
which are incorporated herein by reference.

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 92, Director since 1960; current term expires in 2002). He
has been Chairman of the Board of the Corporation 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). (2)(4)

Leonard M. Carroll (age 58, Director since 1996; current term expires in 2001).
He has been Managing Director of Seneca Capital Management, Inc. (a private
investment company) since June 1996. For more than five years before 1996, he
was President and Chief Operating Officer and a director of Integra Financial
Corporation (a bank holding company). (N)(2)(3)(4)(5)

William D. Eberle (age 77, Director since 1982; current term expires in 2003).
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. (3)(4)(5)

Robert A. Paul (age 63, Director since 1970; current term expires in 2003). 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
director of National City Corporation. (2)

Laurence E. Paul (age 36, Director since 1998; current term expires in 2001). He
is a private investor. 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.
(N)

Carl H. Pforzheimer, III (age 64, Director since 1982; current term expires in
2002). 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)(4)(5)

(a) IDENTIFICATION OF DIRECTORS (cont')

Ernest G. Siddons (age 67, Director since 1981; current term expires in 2001).
He has been Executive Vice President and Chief Operating Officer of the
Corporation for more than five years. From September 1996 to December 1997 he
was also President of Union Electric Steel Corporation, a subsidiary of the
Corporation. (N)(2)

_________________
(N) Nominee for election at the April 24, 2001 Annual Meeting of
Shareholders.
(1) Officers serve at the discretion of the Board of Directors.
(2) Member of Executive Committee.
(3) Member of Audit Committee.
(4) Member of Salary Committee.
(5) Member of Stock Option Committee.

(b) IDENTIFICATION OF EXECUTIVE OFFICERS

In addition to 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 45). She has been a Vice President of the Corporation since
June 1999 and has been Secretary for more than five years. For more than five
years before June 1999, she was Manager of Real Property and Environmental
Control.

Marliss D. Johnson (age 36). She has been Vice President, Controller and
Treasurer of the Corporation since July 1999. For five years before July 1999,
she was a Senior Manager with PricewaterhouseCoopers LLP (a public accounting
firm).

Terrence W. Kenny (age 41). He has been Group Vice President of the Corporation
since February 1999 and was Vice President Corporate Development & Planning from
April 1998 to February 1999. For five years prior to 1998, he was Vice President
and Treasurer of Buffalo Pumps, Inc., a subsidiary of the Corporation.

Robert F. Schultz (age 53). He has been Vice President Industrial Relations and
Senior Counsel of the Corporation for more than five years.

_____________
(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.

None.

(d) FAMILY RELATIONSHIPS

Louis Berkman is the father-in-law of Robert A. Paul, and grandfather of
Laurence E. Paul (son of Robert A. Paul). There are no other family
relationships among the Directors and Executive Officers.

ITEM 11 - 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

--------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (g) (i)

Name and Securities All Other
Principal Salary Bonus Underlying Compensation
Position Year ($) ($) Options(#) ($)
--------- ---- ----------- ---------- -------------- -------------

Robert A. Paul 2000 375,000 63,750 60,000(1)
President and Chief 1999 353,250 112,500 60,000(2)
Executive Officer 1998 330,500 66,000

Louis Berkman 2000 375,000 63,750 60,000(1)
Chairman of the Board 1999 353,250 112,500 60,000(2)
and Executive Committee 1998 330,500 66,000

Ernest G. Siddons 2000 336,000 57,120 50,000(1)
Executive Vice President 1999 316,500 100,800 50,000(2)
and Chief Operating 1998 296,250 59,000 450,000(3)
Officer

Robert F. Schultz 2000 147,000 18,000 10,000(1)
Vice President 1999 142,000 20,000 20,000(2)
Industrial Relations 1998 138,250 14,500
and Senior Counsel

Terrence W. Kenny 2000 120,000 30,000 12,500(1)
Group Vice President 1999 110,550 25,000 12,500(2)
1998 N/A N/A

______________
(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) In 1998, the Salary Committee approved the payment to Mr. Siddons of
an amount equal to the cash value of a split dollar life insurance
policy. Mr. Siddons has relinquished all rights to the policy and the
split dollar provisions have been terminated.

(b) COMPENSATION PURSUANT TO PLANS

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.

Option Grants in 2000

The following table shows all options to purchase the Corporation's
Common Stock granted to each of the Named Executive Officers in 2000:

----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)

Name Securities % of Total Exercise Expiration Grant Date
Underlying Options Or Base Date(2) Present
Options Granted to Price ($/Sh) Value(3)
Granted (1) Employees
In Fiscal
Year
----------------------------------------------------------------------------------------------------

Robert A. Paul 60,000 21.6 10.8125 4/25/2010 $184,800
President and Chief
Executive Officer
----------------------------------------------------------------------------------------------------
Louis Berkman 60,000 21.6 10.8125 4/25/2010 $184,800
Chairman of the Board
----------------------------------------------------------------------------------------------------
Ernest G. Siddons 50,000 18.0 10.8125 4/25/2010 $154,000
Executive Vice President and
Chief Operating Officer
----------------------------------------------------------------------------------------------------
Terrence W. Kenny 12,500 4.5 10.8125 4/25/2010 $ 38,500
Group Vice President
----------------------------------------------------------------------------------------------------
Robert F. Schultz 10,000 3.6 10.8125 4/25/2010 $ 30,800
Vice President Industrial
Relations and Senior Counsel
----------------------------------------------------------------------------------------------------

Footnotes to Option Grants in 2000 Table:

(1) Option grants for Named Executive Officer who received grants in 2000 were
not exercisable prior to June 1, 2000, at which time they were exercisable in
full.

(2) The expiration date will occur on the sooner of the date noted or (i) 30
days following termination of employment without cause or (ii) the date of
termination of employment by the Corporation for cause or by the Named Executive
Officer for any reason other than retirement.

(3) In accordance with Securities and Exchange Commission rules, the estimated
grant date present values were determined using the Black-Scholes model. The use
of this model is not an endorsement of the model's accuracy in valuing options.
The material assumptions and adjustments incorporated in the model include: an
option life of 5 years, dividend yield of 3.7%, volatility of 33.93%, and a risk
free rate of return of 6.4%. The ultimate value of the options in this table
will depend on the actual performance of the Corporation's stock and the timing
of exercises.

Pension Benefits.

The Corporation has a tax qualified retirement plan (the "Plan")
applicable to the Executive Officers and other employees, 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 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.
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 $5,867 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 that would be payable,
without offset, under the Plan and the SERP, if applicable, 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 $219,375
Ernest G. Siddons $196,560
Robert F. Schultz $ 82,500
Terrence W. Kenny $ 75,000

_______________

(1) Mr. Berkman is currently receiving a pension pursuant to the Plan as
described above.

In 2000, each Director who was not employed by the Corporation received
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.

(d) 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 following a change of
control (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 and one other employee have two year contracts
providing for three times their annual compensation in the event their
employment is terminated following a change in control (including a voluntary
departure for good cause). In addition, Mr. Kenny and the remaining two Vice
Presidents have two year contracts providing for two times their annual
compensation in the event their employment is terminated following a change in
control (including a voluntary departure for good cause). All of the 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 if applicable.

(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 2000 was comprised
of four Directors: William D. Eberle (Chairman), Louis Berkman, Leonard M.
Carroll and Carl H. Pforzheimer, III.

Louis Berkman is Chairman of the Board of Directors and the Executive
Committee. He is also the President and a Director of The Louis Berkman Company.
The Corporation's President and Chief Executive Officer is also an officer and
director of The Louis Berkman Company.

The Louis Berkman Company had certain transactions with the Corporation,
which are more fully described under Item 13 "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, 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 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. 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.

In 2000, the Salary Committee reviewed and approved salary increases and
had previously approved an incentive program for 2000 covering Louis Berkman,
Robert A. Paul and Ernest G. Siddons. Incentive payments were to be determined,
based exclusively on the Corporation's 2000 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 2000, the participants earned
incentives of $63,750, $63,750 and $57,120, respectively.

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
Leonard M. Carroll
William D. Eberle
Carl H. Pforzheimer, III

(g) STOCK PERFORMANCE GRAPH

Comparative Five-Year Total Returns*
Ampco-Pittsburgh Corporation, Standard & Poors 500 and Value Line Steel
(Integrated) Index
(Performance results through 12/31/00)

[GRAPH]

1995 1996 1997 1998 1999 2000

Ampco Pittsburgh Corporation 100 113.13 189.06 107.55 103.5 127.28
Standard & Poors 500 100 123.25 164.38 211.07 253.87 225.81
Steel Integrated 100 103.94 110.09 104.2 233.14 139.22

Assumes $100 invested at the close of trading on the last trading day
preceding January 1, 1996 in Ampco-Pittsburgh Corporation common stock,
Standard & Poors 500 and Steel (integrated).

*Cumulative total return assumes reinvestment of dividends.

In the above graph, the Corporation has used Value Line's Steel
(Integrated) Index 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 6, 2001, 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, OH 43952 owned beneficially and of record 2,354,089
shares of the Common Stock of the Corporation. Louis Berkman, an officer and
director of The Louis Berkman Company, owns directly 61.94% of its common stock.
Robert A. Paul, an officer and director of The Louis Berkman Company, disclaims
beneficial ownership of the 38.06% 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 February 2001, Dimensional Fund Advisors Inc., 1299 Ocean
Avenue, Santa Monica, CA 90401 filed a 13G disclosing that as of December 31,
2000 it had sole voting and dispositive power of 808,600 shares or 8.42% (all of
which shares are held in portfolios of various investment vehicles).

(b) SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth as of March 6, 2001 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 2,691,355(1)(2) 28.03
Robert A. Paul 177,922(2)(3) 1.9
Ernest G. Siddons 101,833(4) 1.1
Robert F. Schultz 30,200(5) .3
Terrence W. Kenny 25,000(6) .3
Carl H. Pforzheimer, III 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) 3,050,477(8) 31.77

________________

*less than .1%

(1) Includes 215,000 shares owned directly, 120,000 shares which he has the
right to acquire within sixty days pursuant to stock options, 2,354,089
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 2,354,089
shares of the Corporation's Common Stock. Louis Berkman is an officer
and director of The Louis Berkman Company and owns directly 61.94% of
its common shares. Robert A. Paul, an officer and director of The Louis
Berkman Company, disclaims beneficial ownership of the 38.06% 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 sixty 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) Includes 1,833 shares owned jointly with his wife and 100,000 shares
which he has the right to acquire within sixty days pursuant to stock
options.

(5) Includes 200 shares owned jointly with his wife and 30,000 shares which
he has the right to acquire within sixty days pursuant to stock options.

(6) Includes 25,000 shares which he has the right to acquire within sixty
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 sixty 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.

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 2000 the Corporation bought industrial supplies from The Louis
Berkman Company in transactions in the ordinary course of business amounting to
approximately $1,600,000. Additionally, The Louis Berkman Company paid the
Corporation $175,000 for certain administrative services. Louis Berkman and
Robert A. Paul are officers and directors, and Louis Berkman is a shareholder,
in that company. These transactions and services were at prices generally
available from outside sources. Transactions between the parties will take place
in 2001.

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 reports thereon of
PricewaterhouseCoopers LLP (for the year ended December 31, 1998) and Deloitte &
Touche LLP (for the years ended December 31, 1999 and December 31, 2000)
appearing on pages 11 through 21 and page 24 of the Annual Report to
Shareholders for the year ended December 31, 2000 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 29

Reports of Independent
Accountants 30

Valuation and Qualifying
Accounts and Reserves II 31

INDEX TO AMPCO-PITTSBURGH CORPORATION FINANCIAL DATA
----------------------------------------------------

Schedule Page
Number Number
------ ------
Index to Ampco-Pittsburgh Corporation Financial Data F-1

Report of Independent Accountants F-2

Valuation and Qualifying Accounts and Reserves II F-3

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Ampco-Pittsburgh Corporation:

We have audited the consolidated balance sheets of Ampco-Pittsburgh Corporation
and subsidiaries as of December 31, 2000 and 1999, and the related consolidated
statements of income, shareholders' equity and cash flows for the years then
ended, and have issued our report thereon dated March 6, 2001; such financial
statements and report are included in your 2000 Annual Report to Shareholders
and are incorporated herein by reference. Our audits also included financial
statement schedule II, Valuation and Qualifying Accounts, of Ampco-Pittsburgh
Corporation and subsidiaries for the years ended December 31, 2000 and 1999. The
financial statement schedule is the responsibility of the Corporation's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 6, 2001

Schedule II
-----------

Ampco-Pittsburgh Corporation
Valuation and Qualifying Accounts
For the Years Ended December 31, 2000 and 1999

Column A Column B Column C Column D Column E
Balance at ------------------- Additions ----------------- Balance at
beginning of Charged to costs Charged to other Deductions- end of
Description period and expenses accounts - describe describe period

Year ended December 31, 2000
Allowance for doubtful accounts $364,138 $384,251 ($121,662)(1) $626,727

Year ended December 31, 1999
Allowance for doubtful accounts $691,090 $296,455 $112,106 (2) ($735,513)(1) $364,138

(1) Represents primarily writeoff of accounts receivable customer balances.

(2) Represents allowance establised in connection with the acquisition of The
Davy Roll Group on August 2, 1999, for potentially uncollectible accounts.

3. Exhibits

Exhibit No.

(3) Articles of Incorporation and By-laws

a. Articles of Incorporation

Incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1983; 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; the
Quarterly Report on Form 10-Q for the quarter ended March 31,
1987; and the Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998.

b. By-laws

Incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1994 and the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996.

(4) Instruments defining the rights of securities holders

a. Rights Agreement between Ampco-Pittsburgh Corporation and Chase
Mellon Shareholder Services dated as of September 28, 1998.

Incorporated by reference to the Form 8-K Current Report dated
September 28, 1998.

(10) Material Contracts

a. 1988 Supplemental Executive Retirement Plan

Incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996.

b. Severance Agreements between Ampco-Pittsburgh Corporation and
certain officers and employees of Ampco-Pittsburgh Corporation.

Incorporated by reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1988; the Quarterly Report
on Form 10-Q for the quarter ended September 30, 1994, the
Annual Report on Form 10-K for fiscal year ended December 31,
1994; the Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; the Annual Report on Form 10-K for

fiscal year ended December 31, 1998; and the Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.

c. 1997 Stock Option Plan

Incorporated by reference to the Proxy Statement dated March 14,
1997 and the Proxy Statement dated March 15, 2000.

(13) Annual Report to Shareholders for the fiscal year ended December
31, 2000

(21) Significant Subsidiaries

(23) Consents of Experts

(b) Reports on Form 8-K
-------------------

A report on Form 8-K was filed on March 8, 2001 disclosing that the
Corporation announced the impending closure of its Belgium
operation and the approximate charge in connection with that
closure.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

AMPCO-PITTSBURGH CORPORATION
(Registrant)

March 14, 2001

By /s/ Louis Berkman
--------------------------------------------
Director, Chairman of the Board -
Louis Berkman

By /s/ Robert A. Paul
--------------------------------------------
Director, President and Chief Executive
Officer -
Robert A. Paul

By /s/ Ernest G. Siddons
--------------------------------------------
Director, Executive Vice President
and Chief Operating Officer -
Ernest G. Siddons

By /s/ Marliss D. Johnson
--------------------------------------------
Vice President, Controller and Treasurer
(Principal Financial Officer) -
Marliss D. Johnson

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant, in their capacities as Directors, as of the date indicated.

March 14, 2001

By /s/ Leonard M. Carroll
--------------------------------
Leonard M. Carroll

By /s/ William D. Eberle
--------------------------------
William D. Eberle

By /s/ Laurence E. Paul
--------------------------------
Laurence E. Paul

By /s/ Carl H. Pforzheimer, III
--------------------------------
Carl H. Pforzheimer, III