SD 1 d185962dsd.htm SD SD

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM SD

 

 

Specialized Disclosure Report

 

 

Ampco-Pittsburgh Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-00898   25-1117717

(State or other jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

726 Bell Avenue, Suite 301, Carnegie, Pennsylvania   15106
(Address of principal executive office)   (Zip Code)

(412) 456-4400

Registrant’s telephone number, including area code

Rose Hoover

President and Chief Administrative Officer

(412) 456-4418

(Name and telephone number, including area code, of the person to contact in connection with this report.)

 

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2020.

 

 

 


Section 1- Conflict Minerals Disclosure

 

Item 1.01

Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

Introduction

This Specialized Disclosure Report on Form SD (this “Report”) is filed pursuant to Rule 13p-1 (theRule”) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the reporting period from January 1, 2020 to December 31, 2020. The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which gold, columbite-tantalite (coltan), cassiterite, wolframite, or their derivatives, which are currently limited to tantulum, tin and tungsten (collectively, the “Conflict Minerals”) are contained in, and necessary to the functionality or production of, such products. The Rule requires that SEC registrants conduct in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine whether any such Conflict Minerals originated in the Democratic Republic of Congo or any “adjoining country” (as defined by the SEC) (collectively, the “Covered Countries”) or are from recycled or scrap sources.

Ampco-Pittsburgh Corporation (including its consolidated subsidiaries as the context may require, the “Corporation” or the “Registrant”) has determined that tin and tungsten (together, the “Identified Minerals”) were contained in, and necessary to the functionality or production of, one or more products manufactured by the Corporation or contracted by the Corporation to be manufactured (the “Covered Products”) during the period covered by this Report. As such, the Corporation has conducted in good faith an RCOI designed to determine whether any of the Identified Minerals in the Covered Products (1) originated in a Covered Country or (2) are from recycled or scrap sources.

As discussed more fully below, based on the Corporation’s RCOI, the Corporation has concluded that (a) it does not have any reason to believe that any of the Identified Minerals used in connection with the Covered Products may have originated in a Covered Country or (b) it has reason to believe that the Identified Minerals used in connection with the Covered Products may be from recycled or scrap sources.

The Corporation and its Business Segments

The Corporation was incorporated in Pennsylvania in 1929 and manufactures and sells highly engineered, high performance specialty metal products and customized equipment utilized by industry throughout the world. The Corporation classifies its business in two segments: Forged and Cast Engineered Products and Air and Liquid Processing.

Forged and Cast Engineered Products Segment

The Forged and Cast Engineered Products segment, consisting of Union Electric Steel Corporation and its direct and indirect subsidiaries (collectively, “UES”), has operations in the United States, England, Sweden, and Slovenia and has an equity interest in three joint-venture companies in China. The companies comprising this segment produce ingot, forged products and cast products that service a wide variety of industries globally. The Forged and Cast Engineered Products segment specializes in the production of forged hardened steel rolls used mainly for cold rolling by producers of steel, aluminum and other metals and cast rolls for hot and cold strip mills, medium/heavy section mills and plate mills in a variety of iron and steel qualities. In addition, this segment produces ingot and open-die forged products which are used in the gas and oil industry and the aluminum and plastic extrusion industries.

Air and Liquid Processing Segment

The Air and Liquid Processing segment consists of Aerofin, Buffalo Air Handling and Buffalo Pumps, all divisions of Air & Liquid Systems Corporation, a wholly-owned subsidiary of the Corporation. This segment has operations in Virginia and New York, with headquarters in Carnegie, Pennsylvania, and distributes a significant portion of its products through a common independent group of sales offices located throughout the United States and Canada.

 

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Aerofin produces custom-engineered finned tube heat exchange coils and related heat transfer products for a variety of industries including OEM/commercial, fossil fuel power generation, nuclear power generation and industrial manufacturing.

Buffalo Air Handling produces large custom-designed air handling systems for institutional markets (e.g., hospitals and universities), pharmaceutical markets and general industrial building markets.

Buffalo Pumps manufactures centrifugal pumps for the fossil fuel power generation, marine defense and industrial refrigeration industries.

Reasonable Country of Origin Inquiry

In accordance with the Exchange Act and the rules and regulations thereunder, including the Rule, the Corporation performed an assessment of its product line to examine which of the products manufactured by it or contracted to be manufactured by it contained one or more Conflict Minerals that were necessary for the functionality or production of such identified products. The Corporation concluded that the Covered Products contained one or more of the Identified Minerals of tin and tungsten. Consequently, the Corporation conducted in good faith an RCOI with respect to the Identified Minerals in such Covered Products. The purpose of the RCOI was to determine whether any of such Identified Minerals (1) originated in a Covered Country or (2) are from recycled or scrap sources.

After identifying the Covered Products, in furtherance of its RCOI efforts, the Corporation identified which suppliers may have provided materials included in the Covered Products that potentially contained any of the Identified Minerals (the “Covered Suppliers”), and conducted a supply-chain survey by contacting each Covered Supplier and providing them with the most recent due diligence template developed by the Electronic Industry Citizenship Coalition (the “EICC”) and the Global e-Sustainability Initiative (the “GeSI”), commonly referred to as the Conflict Mineral Report Template (the “CMRT”). The Corporation also informed the Covered Suppliers of the Corporation’s obligations with respect to conducting an RCOI and filing this Report pursuant to the Exchange Act.

The Corporation uses a network of materials suppliers from numerous countries across multiple continents. The materials sourced from Covered Suppliers are not purchased directly from the smelters where such materials originated. As such, the Corporation relies on information provided by the Covered Suppliers through the supply-chain survey. In many cases, the Covered Suppliers are several tiers separated from the smelter at which the original minerals were smelted. The Covered Suppliers (many of whom are not subject to the reporting requirements of the Exchange Act) rely on their own respective sub-suppliers to provide them with information regarding the materials sourced by such sub-suppliers, or the Covered Suppliers may purchase the materials on the secondary market from recycled or scrap sources.

The Corporation compiled and analyzed all of the CMRTs and related information received from Covered Suppliers and compared the smelters and refiners identified in the CMRT supply-chain survey against the list of smelter facilities which have been identified as “conflict free” by programs such as the Conflict-Free Smelter Program of the EICC/GeSI Conflict-Free Sourcing Initiative (the “CFSI”).

Results of the Corporation’s Good Faith RCOI and Due Diligence Process

Suppliers & Smelters

As a result of the RCOI and the Corporation’s due diligence process in connection with its use of the Identified Minerals in the Covered Products, the Corporation identified a total of 19 Covered Suppliers:

 

   

8 suppliers of tungsten to UES;

 

   

2 supplier of tin and 1 supplier of tungsten and tin to Aerofin;

 

   

2 suppliers of tin to Buffalo Air Handling; and

 

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7 suppliers of tin to Buffalo Pumps.

Each of these Covered Suppliers represented to the Corporation that the supplied Identified Minerals were (1) not sourced from a Covered Country or (2) originated from recycled or scrap sources.

Despite the Corporation’s best efforts to follow up with certain Covered Suppliers, the Corporation did not receive complete and thorough responses from all Covered Suppliers. There are numerous reasons for the Corporation’s inability to receive complete responsiveness from all Covered Suppliers and to identify the full supply chain or originating smelter:

 

   

the Corporation is wholly dependent on information received from its direct suppliers to conduct its good faith RCOI process;

 

   

many Covered Suppliers are not subject to the reporting requirements of the Exchange Act;

 

   

the Covered Suppliers operate with varying levels of sophistication and contact with the parties necessary to provide accurate information regarding the smelter name and location for all of the Identified Minerals; and

 

   

it is difficult to require cooperation from suppliers who are, in some cases, multiple tiers away from the smelter of the Identified Minerals.

As a result, the Corporation has not been able to identify all of the smelters from which certain Covered Suppliers sourced the Identified Minerals (other than those identified as from recycled or scrap sources). With respect to the Identified Minerals for which the Corporation was able to identify information about the smelter through the relevant Covered Supplier, the name and location of that smelter is indicated in the tables below. Because this information is provided by the Covered Suppliers, the Corporation cannot be certain that such smelters were, in fact, in the Corporation’s supply chain.

The Corporation has noted that each of the smelters identified below (the “Identified Smelters”), is currently on the conflict-free smelters list published by the CFSI. In addition, each Covered Supplier who sourced Identified Minerals from the Identified Smelters has represented to the Corporation that the applicable Identified Smelter does not source the Identified Mineral from any Covered Country.

 

1.

The following smelters were responsible for the tungsten sourced by suppliers of UES:

 

Smelter Name    Location of Smelter
Asia Tungsten Products Vietnam Ltd.    Vietnam
Fujian Ganmin RareMetal Co., Ltd.    China
Ganzhou Jiangwu Ferrotungsten Co., Ltd.    China
Unecha Refractory Metals Plant    Russian Federation

 

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2.

The following smelters were responsible for the tin sourced by suppliers of Aerofin:

 

Smelter Name    Location of Smelter
Alpha    United States of America
An Vinh Joint Stock Mineral Processing Company    Vietnam
Chenzou Yunxiang Mining and Metallurgy Co., Ltd.    China
Chifeng Dajingzi Tin Industry Co., Ltd.    China
China Tin Group Co., Ltd.    China
China Yunnan Tin Co Ltd.    China
CNMC (Guangxi) PGMA Co., Ltd.    China
CV Ayi Jaya    Indonesia
CV Dua Sekawan    Indonesia
CV Gita Pesona    Indonesia
CV Tiga Sekawan    Indonesia
CV United Smelting    Indonesia
CV Venus Inti Perkasa    Indonesia
Dongguan CiEXPO Environmental Engineering Co., Ltd.    China
Dowa    Japan
Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company    Vietnam
EM Vinto    Bolivia
ENAF    Bolivia
Estanho de Rondonia S.A.    Brazil
Fenix Metals    Poland
Gejiu City Fuxiang Industry and Trade Co., Ltd.    China
Gejiu Fengming Metallurgy Chemical Plant    China
Gejiu Kai Meng Industry and Trade LLC    China
Gejiu Non-Ferrous Metal Processing Co., Ltd.    China
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.    China
Gejiu Zili Mining And Metallurgy Co., Ltd.    China
Guangdong Hanhe Non-Ferrous Metal Co., Ltd.    China
Guanyang Guida Nonferrous Metal Smelting Plant    China
HuiChang Hill Tin Industry Co., Ltd.    China
Huichang Jinshunda Tin Co., Ltd.    China
Indonesian State Tin Corporation Mentok    Indonesia
Jiangxi New Nanshan Technology Ltd.    China
Ma’anshan Weitai Tin Co., Ltd.    China
Magnu’s Minerais Metais e Ligas Ltda.    Brazil
Malaysia Smelting Corporation (MSC)    Malaysia
Melt Metals e Ligas S.A.    Brazil
Metallic Resources Inc.    United States of America
Metallo Belgium N.V.    Belgium
Metallo Spain S.L.U.    Spain
Mineração Taboca S.A.    Brazil
Minsur    Peru
Mitsubishi Materials Corporation    Japan
Modeltech Sdn Bhd    Malaysia
Nanshan Tin Co. Ltd.    China
Nghe Tinh Non-Ferrous Metals Joint Stock Company    Vietnam
O.M. Manufacturing (Thailand) Co., Ltd.    Thailand
O.M. Manufacturing Philippines, Inc.    Philippines

 

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Operaciones Metallurgica S.A.    Bolivia
Pongpipat Company Limited    Myanmar
Precious Minerals and Smelting Limited    India
PT Aries Kencana Sejahtera    Indonesia
PT Artha Cipta Langgeng    Indonesia
PT ATD Makmur Mandiri Jaya    Indonesia
PT Babel Inti Perkasa    Indonesia
PT Babel Surya Alam Lestari    Indonesia
PT Bangka Prima Tin    Indonesia
PT Bangka Serumpun    Indonesia
PT Bangka Tin Industry    Indonesia
PT Belitung Industri Sejahtera    Indonesia
PT Bukit Timah    Indonesia
PT DS Jaya Abadi    Indonesia
PT Inti Stania Prima    Indonesia
PT Karimun Mining    Indonesia
PT Kijang Jaya Mandiri    Indonesia
PT Menara Cipta Mulia    Indonesia
PT Mitra Stania Prima    Indonesia
PT Panca Mega Persada    Indonesia
PT Premium Tin Indonesia    Indonesia
PT Prima Timah Utarna    Indonesia
PT Rajawali Rimba Perkasa    Indonesia
PT Rajehan Ariq    Indonesia
PT Refined Bangka Tin    Indonesia
PT Sariwiguna Binasentosa    Indonesia
PT Stanindo Inti Perkasa    Indonesia
PT Sukses Inti Makmur    Indonesia
PT Sumber Jaya Indah    Indonesia
PT Tambang Timah    Indonesia
PT Timah (Persero) Tbk Kundur    Indonesia
PT Timah (Persero) Tbk Mentok    Indonesia
PT Tinindo Inter Nusa    Indonesia
PT Tirus Putra Mandiri    Indonesia
PT Tommy Utama    Indonesia
Resind Industria e Comercio Ltda.    Brazil
Rui Da Hung    Taiwan
Soft Metais Ltda.    Brazil
Super Ligas    Brazil
Thai Nguyen Mining and Metallurgy Co., Ltd.    Vietnam
Thaisarco    Thailand
Tin Technology & Refining    United Sates
Tuyen Quang Non-Ferrous Metals Joint Stock    Vietnam
White Solder Metalurgia e Mineração Ltda.    Brazil
Yunnan Chengfeng Non-feerous Metals Co., Ltd.    China
Yunnan Tin Company Limited    China
Yunnan Yunfan Non-ferrous Metals Co., Ltd.    China

 

3.

The following smelters were responsible for the tungsten sourced by suppliers of Aerofin:

 

Smelter Name    Location of Smelter
ATI Tungsten Materials    United States
Chenzhou Diamond Tungsten Products Co., Ltd.    China
Chongyi Zhangyuan Tungsten Co., Ltd.    China
Fujian Jinxin Tungsten Co., Ltd.    China
Ganzhou Huaxing Tungsten Products Co., Ltd.    China

 

6


Ganzhou Jiangwu Ferrotungsten Co., Ltd.    China
Ganzhou Seadragon W & Mo Co., Ltd.    China
Global Tungsten & Powders Corp.    United States of America
Jiangxi Xinsheng Tungsten Industry Co., Ltd.    China
Jiangxi Yaosheng Tungsten Co., Ltd.    China
Kennametal Fallon    Belgium
Tejing (Vietnam) Tungsten Co., Ltd.    Vietnam
Unecha Refractory metals plant    Russia
Wolfram Bergbau und Hütten AG    Austria
Woltech Korea Co., Ltd.    Republic of Korea
Xiamen Tungsten (H.C.) Co., Ltd.    China
Xinhai Rendan Shaoguan Tungsten Co., Ltd.    China

 

4.

The following smelters were responsible for the tin sourced by suppliers of Buffalo Air Handling:

 

Smelter Name    Location of Smelter
Ganzhou Huazing Tungsten Products Co., Ltd    China

 

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4.

The following smelters were responsible for the tin sourced by suppliers of Buffalo Pumps:

 

Smelter Name    Location of Smelter

Alpha

  

United States of America

CV Ayi Jaya

  

Indonesia

CV Dua Sekawan

  

Indonesia

CV Tiga Sekawan

  

Indonesia

CV United Smelting

  

Indonesia

CV Venus Inti Perkasa

  

Indonesia

EM Vinto

  

Bolivia

Fenix Metals

  

Poland

Gejiu Non-Ferrous Metal Processing Co., Ltd.

  

China

Guangdong Hanhe Non-Ferrous Metal Co., Ltd

  

China

GuangXi China Tin

  

China

Huichang Jinshunda Tin Co., Ltd

  

China

Jiangxi New Nanshan Technology Ltd.

  

China

Kai Unita Trade Limited Liability Company

  

China

Malaysia Smelting Corporation (MSC)

  

Malaysia

Melt Metais e Ligas S.A.

  

Brazil

Metallic Resources, Inc.

  

United States

Metallo Belgium N.V.

  

Belgium

Metallo Spain S.L.U.

  

Spain

Mineração Taboca S.A.

  

Brazil

Minsur

  

Peru

Mitsubishi Materials Corporation

  

Japan

Operaciones Metalurgicas S.A.

  

Bolivia

PT Artha Cipta Langgeng

  

Indonesia

PT ATD Makmur Mandiri Jaya

  

Indonesia

PT Babel Inti Perkasa

  

Indonesia

PT Bangka Prima Tin

  

Indonesia

PT Bangka Tin Industry

  

Indonesia

PT Belitung Industri Sejahtera

  

Indonesia

PT Bukit Timah

  

Indonesia

PT DS Jaya Abadi

  

Indonesia

PT Inti Stania Prima

  

Indonesia

PT Karimun Mining

  

Indonesia

PT Menara Cipta Mulia

  

Indonesia

PT Mitra Stania Prima

  

Indonesia

PT Prima Timah Utama

  

Indonesia

PT Refined Bangka Tin

  

Indonesia

PT Sariwiguna Binasentosa

  

Indonesia

PT Stanindo Inti Perkasa

  

Indonesia

PT Sukses Inti Makmur

  

Indonesia

PT Timah (Persero) Tbk Kundur

  

Indonesia

PT Timah (Persero) Tbk Mentok

  

Indonesia

PT Tinindo Inter Nusa

  

Indonesia

PT Tommy Utama

  

Indonesia

Rui Da Hung

  

Taiwan

Soft Metais Ltda.

  

Brazil

Thailand Smelting & Refining Co Ltd

  

Thailand

Thaisarco

  

Thailand

Tin Technology & Refining

  

United States of America

White Solder Metalurgia e Mineração Ltda.

  

Brazil

Yunnan Chengfeng Non-ferrous Metals Co., Ltd.

  

China

Yunnan Tin Company Limited

  

China

 

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Conclusion

Based on the information obtained pursuant to the good faith RCOI and due diligence processes described above, the Corporation has concluded that:

 

   

it does not have any reason to believe that any of the Identified Minerals used in connection with the Covered Products may have originated in a Covered Country; or

 

   

it has reason to believe that the Identified Minerals used in connection with the Covered Products may be from recycled or scrap sources.

Website Disclosure

This Report, including this Conflict Minerals Disclosure, is available at the Corporation’s website at www.ampcopittsburgh.com. The information on, or otherwise available through, the Corporation’s website is not part of this Report.

Forward-Looking Statements

This Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve various risks and uncertainties. All statements in this Report other than statements of historical fact are statements that are, or could be, deemed forward-looking statements within the meaning of such Act. Words such as “may,” “intend,” “will,” “believe” and “expect,” and other terms of similar meaning that indicate future events and trends are also generally intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance. Except as required by applicable law, the Corporation assumes no obligation, and disclaims any obligation, to update forward-looking statements whether as a result of new information, events or otherwise.

 

Item 1.02

Exhibit

None.

 

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Section 2— Exhibits

 

Item 2.01

Exhibits

None.

 

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SIGNATURE

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
By:   /s/ Rose Hoover
Name:   Rose Hoover
Title:   President and Chief Administrative Officer

Dated: May 26, 2021

 

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