UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 15, 2004
Amcast Industrial Corporation
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(Exact name of Registrant as specified in its charter)
Ohio 001-9967 31-0258080
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
7887 Washington Village Drive, Dayton, Ohio 45459
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(Address of principal executive offices) (Zip code)
(937) 291-7000
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(Registrant's telephone number including area code)
Not applicable
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(Former name and 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information provided in Item 1.03 of this Current Report on Form 8-K
regarding the DIP Facility is incorporated into this Item 1.01.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
As reported on its Current Report on Form 8-K filed with the Securities
and Exchange Commission on December 6, 2004 (the "Petition Form 8-K"), on
November 30, 2004 (the "Petition Date"), Amcast Industrial Corporation
("Amcast") and its subsidiaries (the "Subsidiaries," and together with Amcast,
the "Companies") filed voluntary petitions in the United States Bankruptcy Court
for the Southern District of Ohio (the "Bankruptcy Court") seeking
reorganization relief under the provisions of Chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code"). The Companies continue to operate
their businesses as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.
On December 15, 2004, Amcast entered into a Debtor-In-Possession Credit
Agreement (the "DIP Facility") with Heritage Bank, SSB ("Agent"), Citigroup
Financial Products, Inc. ("Citigroup"), and Steel Partners II, L.P. ("Steel
Partners," and together with Agent and Citigroup, the "Lenders"). As reported in
the Petition Form 8-K, the terms of the DIP Facility received interim approval
by the Bankruptcy Court on December 3, 2004, but the definitive agreement
remains subject to final approval by the Bankruptcy Court. A copy of the DIP
Facility is attached hereto as Exhibit 10.1 and is incorporated herein by
reference. The terms contained in the executed DIP Facility, as described
below, do not differ materially from the terms of the DIP Facility reported in
the Petition Form 8-K.
As reported in the Petition Form 8-K, the DIP Facility provides for, among
other things, a commitment of up to $15 million to finance Amcast's working
capital requirements during the pendency of the bankruptcy cases, and a
commitment of up to $87 million in other financing to fund operations under
Amcast's plan of reorganization, which has yet to be submitted to the Bankruptcy
Court. Obligations under the DIP Facility are guaranteed by the Subsidiaries and
are secured by a superpriority first lien in favor of the Lenders thereunder
over all of the Companies' assets (for purposes of the remaining disclosures in
this Current Report on Form 8-K, the Subsidiaries will be considered primarily
liable with Amcast on the obligations under the DIP Facility).
Advances will be made to the Companies under the DIP Facility according to
a budget that has been agreed upon by Amcast and its lenders, and will be
subject to a borrowing base calculated as a percentage of the Companies'
accounts receivable and inventory, less reserves and fees. Principal repayments
will be made on a daily basis from Companies' cash collections. Interest on
borrowings under the DIP Facility accrues at a variable prime rate plus 1.50%
per annum (the sum of which shall not be less than 4.75% per annum). Interest on
borrowings made under the DIP Facility is payable on a monthly basis.
The DIP Facility subjects the Companies to certain obligations, including
the delivery of financials reports, schedules, and other materials concerning
the operations and financial performance of the Companies. Furthermore, the DIP
Facility subjects the Companies to numerous covenants, including limitations on
the Companies' uses of the funds provided pursuant to the DIP Facility,
limitations on the incurrence or payment of indebtedness, creation of liens,
entering into investments, and declaring and paying dividends, and procedures
for the collection of the Companies' accounts receivable. In addition, repayment
by the Companies under the DIP Facility may be accelerated following certain
events of default including, but not limited to, (a) the Companies' failure to
pay when due any principal, interest, premium, or fee under the DIP Facility,
(b) the conversion of any of the bankruptcy cases to a case under Chapter 7 of
the Bankruptcy Code or the appointment of a trustee pursuant to Chapter 11 of
the Bankruptcy Code, (c) any event occurring after the commencement of the
bankruptcy cases that would have a material adverse effect on the Companies, (d)
the filing of a plan of reorganization by any of the Companies that does not
provide for payment in full of the Companies' obligations to the lenders under
the DIP Facility, (e) certain events relating to the termination of the
Companies' pension plans, (f) the dismissal or resignation of the Chief
Executive Officer or Chief Financial Officer of Amcast and a vacancy in either
such position for more than 15 days, and (g) the occurrence of any breach or
event of default under, and/or the failure by any of the Companies to pay, debts
entered into after the Petition Date, assumed during the course of the
bankruptcy cases, or otherwise required to be paid during the pendency of the
bankruptcy cases, in each case in an amount in excess of $100,000.
The Companies are required to reimburse Agent for expenses incurred in
connection with the negotiation and consummation of the transactions
contemplated under the DIP Facility, and the continued administration and
enforcement of the agreements required thereunder. Additionally, the Companies
are required to indemnify and hold harmless Agent and the Lenders (each, an
"Indemnitee") from expenses and costs (of any kind or nature whatsoever)
associated with (i) the extension of credit or the use of the proceeds provided
under the DIP Facility and (ii) certain environmental matters, except for
expenses and costs resulting from the gross negligence or willful misconduct of
an Indemnitee.
The DIP Facility terminates on the earlier of (i) March 30, 2005 (subject
to extension for up to 45 days upon the request of Amcast), (ii) the
acceleration of obligations following the occurrence of an event of default,
(iii) the closing date of a sale of all or substantially all of the Companies'
assets in violation of the DIP Facility, (iv) the effective date of a
reorganization plan confirmed by the Bankruptcy Court providing for payment in
full of all obligations owing under the DIP Facility, or (v) the entry of an
order dismissing or converting the bankruptcy cases.
On December 15, 2004, the Companies also executed a Lockup and Voting
Agreement (the "Lock Up Agreement") with certain of the Companies' pre-petition
lenders pursuant to which those lenders would agree to vote in favor of and
support the Companies' proposed financial restructuring plan, subject to the
terms and conditions contained in the Lock Up Agreement.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF- BALANCE SHEET ARRANGEMENT.
The information provided in Item 1.03 of this Current Report in Form 8-K
regarding the DIP Facility is incorporated into this Item 2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Debtor-In-Possession Credit Agreement dated as of December 15, 2004.
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, thereunto duly authorized.
Amcast Industrial Corporation
Date: December 21, 2004 By /s/ Richard A. Smith
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Vice President, Finance and
Chief Financial Officer