UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date or earliest event reported) May 12, 2005
AMPCO-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 1-898 25-1117717
(State or other (Commission file number) (I.R.S. Employer
jurisdiction Identification
of incorporation) Number)
600 Grant Street
Pittsburgh, PA 15219
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (412) 456-4400
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or
a Related Audit Report or Completed Interim Review
Subsequent to the issuance of the Corporation's consolidated
financial statements for the year ended December 31, 2004, the
Corporation concluded:
(1) based on supplemental guidance recently issued, that auction-
rate securities do not meet the definition of cash equivalents
and should therefore be classified as short-term marketable
securities, and
(2) its outstanding Industrial Revenue Bond debt should be
classified as a current liability, despite principal not
beginning to become due until 2020, since the bonds can be put
back to the Corporation on short notice if, although
considered remote by the Corporation, the bonds are unable to
be remarketed and bondholders seek reimbursement from the
letters of credit which serve as collateral for the bonds.
Any payments under the letters of credit are required to be
repaid by the Corporation immediately.
The effect of reclassifying its investments in auction-rate
securities from cash and cash equivalents to short-term marketable
securities and its Industrial Revenue Bond debt from a long-term
liability to a current liability on the consolidated balance sheets as
of December 31, 2004 and 2003 and the consolidated statements of cash
flows for the years ended December 31, 2004 and 2003, is indicated
below. The Corporation did not invest in auction-rate securities
prior to 2003.
2004 2003
As As
Previously As Previously As
Reported Restated Reported Restated
(in thousands)
Consolidated Balance Sheets
as of December 31,:
Cash and cash equivalents $36,795 $11,340 $35,739 $15,489
Short-term marketable securities - 25,455 - 20,250
Total current liabilities 41,170 54,481 34,042 47,353
Long-term debt obligations 13,311 - 13,311 -
2004 2003
As As
Previously As Previously As
Reported Restated Reported Restated
(in thousands)
Consolidated Statements of
Cash Flows for the Year Ended:
Purchases of short-term
marketable securities $ - $(48,635) $ - $(51,250)
Proceeds from the sale of
short-term marketable securities - 43,430 - 31,000
Net cash flow (used in) provided
by investing activities (5,111) (10,316) 6,863 (13,387)
Net increase (decrease) in cash
and cash equivalents 1,056 (4,149) 7,950 (12,300)
Cash and cash equivalents
at beginning of period 35,739 15,489 27,789 27,789
Cash and cash equivalents
at end of period 36,795 11,340 35,739 15,489
Management, including the principal executive officer and the
principal financial officer, of the Corporation have evaluated the
implications of these changes on the Corporation's internal control
over financial reporting and have concluded that a material weakness
in the Corporation's internal control over financial reporting with
respect to classification of the Industrial Revenue Bond debt
(redeemable instruments that are subject to remarketing agreements)
existed but has been since been remediated. The remedial actions taken
included:
- Requiring all future debt agreements to be reviewed by the
finance department for proper balance sheet classification.
- Improving understanding of relevant personnel of the requirements
of EITF D-61, "Classification by the Issuer of Redeemable
Instruments That Are Subject to Remarketing Agreements".
The Audit Committee of the Corporation's Board of Directors and
management concluded on May 11, 2005, that the previously issued
consolidated financial statements and related auditors' reports for
the years ended December 31, 2004 and 2003 should not be relied upon
because of the aforementioned errors in those consolidated financial
statements. The Corporation intends to file an amendment on Form 10-
K/A to its Annual Report to Shareholders on Form 10-K for the year
ended December 31, 2004, as soon as practicable.
The Audit Committee of the Corporation's Board of Directors and
management have discussed the matters disclosed in this Current Report
on Form 8-K with the Corporation's independent registered public
accounting firm, Deloitte & Touche, LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AMPCO-PITTSBURGH CORPORATION
Date: May 12, 2005 By: s/Marliss D. Johnson
Marliss D. Johnson
Vice President, Controller,
Treasurer