AMPCO PITTSBURGH CORP - FORM S-1/A - EX-99.5 - EXHIBIT 99.5

AMPCO PITTSBURGH CORP - FORM S-1/A - EX-99.5 - EXHIBIT 99.5 - July 21, 2020

Attached files

Attached files

AMPCO PITTSBURGH CORP Reports

file	filename
S-1/A - S-1/A - AMPCO PITTSBURGH CORP	nt10013019x2_s1a.htm
EX-99.8 - EXHIBIT 99.8 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-8.htm
EX-99.7 - EXHIBIT 99.7 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-7.htm
EX-99.6 - EXHIBIT 99.6 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-6.htm
EX-99.4 - EXHIBIT 99.4 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-4.htm
EX-99.3 - EXHIBIT 99.3 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - AMPCO PITTSBURGH CORP	nt10013019x2_ex99-1.htm
EX-23.3 - EXHIBIT 23.3 - AMPCO PITTSBURGH CORP	nt10013019x2_ex23-3.htm
EX-23.1 - EXHIBIT 23.1 - AMPCO PITTSBURGH CORP	nt10013019x2_ex23-1.htm
EX-8.1 - EXHIBIT 8.1 - AMPCO PITTSBURGH CORP	nt10013019x2_ex8-1.htm
EX-5.1 - EXHIBIT 5.1 - AMPCO PITTSBURGH CORP	nt10013019x2_ex5-1.htm
EX-4.5 - EXHIBIT 4.5 - AMPCO PITTSBURGH CORP	nt10013019x2_ex4-5.htm
EX-4.4 - EXHIBIT 4.4 - AMPCO PITTSBURGH CORP	nt10013019x2_ex4-4.htm
EX-4.3 - EXHIBIT 4.3 - AMPCO PITTSBURGH CORP	nt10013019x2_ex4-3.htm
EX-1.1 - EXHIBIT 1.1 - AMPCO PITTSBURGH CORP	nt10013019x2_ex1-1.htm

Exhibit 99.5

THE TERMS AND CONDITIONS OF THE RIGHTS OPPERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM D.F. KING, THE INFORMATION AGENT, BY CALLING (212) 269-5550 (BANKERS AND BROKERS) OR (800) 290-6432 (ALL OTHERS) OR BY EMAIL AT AP@DFKING.COM.

AMPCO-PITTSBURGH CORPORATION

BENEFICIAL OWNER ELECTION FORM

I (We), the beneficial owner(s) of shares of common stock, par value $1.00 per share (the “Common Stock”), of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”), acknowledge receipt of your letter, the prospectus dated (the “Prospectus”), and the other enclosed materials relating to the offering of (i) Common Stock and (ii) Series A warrants to purchase Common Stock (“Warrants”), issuable upon the exercise of subscription rights to purchase units (“Units,” and such rights, the “Subscription Rights”) as described in the Prospectus.

In this form, I (we) instruct you whether to exercise Subscription Rights to purchase Units distributed with respect to the Common Stock held by you for my (our) account, pursuant to the terms and subject to the conditions set forth in the Prospectus and the related “Form of Instructions as to use of Ampco-Pittsburgh Corporation Non-Transferable Subscription Rights Certificates.” Each Unit will consist of share(s) of Common Stock and a Warrant exercisable for shares of Common Stock at a per share price of $ . The Common Stock and Warrants comprising the Units will separate upon the closing of the rights offering and will be issued separately, however, they may only be purchased as a Unit and the Unit will not trade as a separate security. Each Warrant will be exercisable for share(s) of Common Stock at an exercise price equivalent to $ through its expiration August 1, 2025.

I (We) hereby instruct you as follow:

(CHECK THE APPLICABLE BOXES AND PROVIDE ALL REQUIRED INFORMATION)

Basic
Subscription
Right:

$ (Line 1)

Over-Subscription
Right:

$ (Line 2)

Total Payment
Required:

$ (Sum of Lines 1
and 2)

I (We) on my (our) behalf, or on behalf of any other person(s) on whose behalf, or under whose directions, I am (we are) signing this form:

•	irrevocably elect to purchase the number of Units indicated above upon the terms and conditions specified in the Prospectus; and

•	agree that if I (we) fail to pay for the Units I (we) have elected to purchase, you may exercise any remedies available to you under law.

If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information:

Name:

Capacity:

Address (including Zip Code):



Telephone Number:

PLEASE MAKE SURE THAT YOU USE THE CORRECT ADDRESS. You may want to check this address with your broker.

Please DO NOT EXERCISE SUBSCRIPTION RIGHTS for Units.
If you checked Box 1, please sign and date this form and mail it to your broker, custodian bank or your other nominee that holds your shares.

Please EXERCISE SUBSCRIPTION RIGHTS for Units as set forth below.
If you checked Box 2, please fill out the table shown below. Next, please check Box 3 and/or Box 4, as applicable, and fill out the information indicated under Box 3 and/or Box 4, as applicable. Please then sign and date this form and mail it to your broker, custodian bank or other nominee that holds your shares.

The number of Subscription Rights for which the undersigned gives instructions for exercise under the subscription privilege should not exceed the number of Subscription Rights that the undersigned is entitled to exercise.