1
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 (FEE REQUIRED)
For the fiscal year ended August 31, 1994 Commission file number 0-947
--------------- -----
AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0258080
- - ------------------------ --------------------------
(State of Incorporation) (I.R.S. employer
identification no.)
7887 Washington Village Drive, Dayton, Ohio 45459
- - -----------------------------------------------------------------------------
(Address of principal executive officers) (Zip Code)
291-7000 (Area Code 513)
- - -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
COMMON SHARES, WITHOUT PAR VALUE
PREFERRED SHARE PURCHASE RIGHTS
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 and 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Aggregate market value of common stock, no par value, held by non-affiliates
of the registrant (assuming only for the purposes of this computation that
directors and officers may be affiliates) as of October 14, 1994--$183,119,442.
Number of common shares outstanding, without par value, as of October 14,
1994--8,459,396 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV--Portions of Annual Report to Shareholders for the year
ended August 31, 1994.
Part III--Portions of Proxy Statement for the Annual Meeting of Shareholders
to be held on December 14, 1994 filed November 10, 1994.
Index to exhibits at page 19 of this report.
2
PART I
------
ITEM 1 - BUSINESS
- - -----------------
Amcast Industrial Corporation, an Ohio corporation organized in 1869, and
its subsidiaries (called collectively "Amcast" or the "company") are engaged in
the business of producing fabricated metal products, valves and controls, and
cast and tubular metal products, in a variety of shapes, sizes, and metals for
sale to end users directly and through sales representatives and distributor
organizations and to original equipment manufacturers. Manufacturing
facilities are located in five states, primarily in the eastern half of the
United States. The company's business operations are conducted through three
divisions and nine wholly-owned subsidiaries. Its subsidiaries include Amcast
Industrial Ltd., an Ontario, Canada corporation; Elkhart Products Corporation
(Elkhart), an Indiana corporation; WheelTek, Inc. (WheelTek), an Indiana
corporation; Amcast Industrial Investment Corporation, a Delaware corporation;
Amcast Automotive, Inc. (formerly Midwest Marketing Services Corporation), a
Michigan corporation; Amcast Industrial Financial Services, Inc., an Ohio
corporation; Amcast Industrial Sales Corporation, a U.S. Virgin Islands
corporation; Amcast Casting Technologies, Inc., an Indiana Corporation and
Amcast Precision Products, Inc., a California corporation. During fiscal 1992,
Amcast and Izumi Industries, Ltd. of Japan, formed a joint venture, Casting
Technology Corporation. Amcast owns 60% of the joint venture. In 1994, the
joint venture was converted to a partnership, Casting Technology Company.
During the fourth quarter of 1993, the company elected early adoption,
effective September 1, 1992, of the Statement of Financial Accounting Standards
(SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions". This statement requires companies to record a liability for
employees' accumulated postretirement benefit costs and to recognize on-going
expenses on an accrual basis. The company recognized a $6,159 pretax
cumulative effect of the change in accounting principle, which represents the
accumulated postretirement benefit obligation as of September 1, 1992. The
effect on net income and shareholders' equity was $3,942, or $.47 per share.
The impact on fiscal year 1993 operating results, due to the adoption of SFAS
106, was not material. See Postretirement Health Care and Life Insurance
footnote of the company's Annual Report to Shareholders for the year ended
August 31, 1994, Exhibit 13.1, page 52 herein.
Effective August 31, 1992, the company's Board of Directors approved a
plan to divest Stanley G. Flagg & Co. (Flagg), a manufacturer of iron and brass
pipe fittings, previously reported as part of the Flow Control Products
segment. This action was prompted by unprofitable operations that were plagued
by industry overcapacity and weak demand in the iron pipe fittings product
line. The company made a pretax provision of $22 million based on the expected
proceeds of this divestiture. A significant portion of the Flagg assets,
relating to the iron and pole line hardware businesses, have been sold and,
although operating losses, until disposition, are greater than originally
estimated, the loss on the sale of assets and estimated liabilities are
expected to be less than the amounts initially provided. Annual sales and
results of the remaining brass business are not material to the company. At
August 31, 1994, the company believes that it has provided adequately for the
effect of the disposal of the remaining assets of Flagg and the operating
losses through the date of disposal. See Discontinued Operation footnote of
the company's Annual Report to Shareholders for the year ended August 31, 1994,
Exhibit 13.1, page 42 herein.
The company operates in two business segments--1) Flow Control Products
and (2) Engineered Components. Information concerning the net sales, operating
profit and identifiable assets of each segment for fiscal years 1992 through
1994 appears under "Business Segments" in the Notes to Consolidated Financial
Statements in the company's Annual Report to Shareholders for the year ended
August 31, 1994, Exhibit 13.1, page 56 herein. Amcast has no foreign
manufacturing operations and export sales to customers in foreign countries are
not material.
-2-
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ITEM 1 - BUSINESS (cont'd)
- - -----------------
FLOW CONTROL PRODUCTS
- - ---------------------
The Flow Control Products segment (Flow Control) includes the business of
the Superior Valve division (Superior Valve), the Elkhart subsidiary, and
Amcast Industrial Ltd. Superior Valve, acquired in October 1986, manufactures
valves and accessories used in air conditioning and refrigeration systems, and
compressed gas cylinder valves for the welding, specialty, carbonic, and
medical gas industries. Elkhart, acquired in July 1983, produces wrot copper
fittings for use in residential and commercial water systems and markets bronze
pipe fittings and valves. Amcast Industrial Ltd. is the common Canadian
marketing arm for Amcast's Flow Control segment manufacturing units.
The company's Flow Control business is a leading supplier of pipe
fittings for the industrial, commercial, and residential construction markets,
valves utilized in air-conditioning and refrigeration systems, and industrial
compressed gas applications. These products are sold through distributors and
wholesalers. Shipments are made by truck from company locations directly to
customers. The competition is comprised of a number of manufacturers of parts
for air conditioning, refrigeration, and plumbing systems, gas meters, and
valves and controls. The company believes that competition in this segment is
based on a number of factors including product quality, service, delivery, and
value.
Most of the Flow Control business is based on customer purchase orders
for their current product requirements and such orders are filled from company
inventory. Orders are not considered firm beyond a 90-day period.
See Properties at Item 2 of this report for information on the company's
facilities which operate in this segment.
ENGINEERED COMPONENTS
- - ---------------------
The Engineered Components segment produces cast and fabricated metal
products principally for sale to original equipment manufacturers in the
transportation, construction, air conditioning, refrigeration, and
aviation/defense industries. The company's manufacturing processes involve the
melting of raw materials for casting into metal products having the
configuration, flexibility, strength, weight, and finish required for the
customer's end use. The company also custom fabricates copper and aluminum
tubing parts. The company manufactures products on a high-volume,
medium-volume, and specialized basis and its metal capabilities include
aluminum, steel, brass, and copper. Products manufactured by this segment
include castings for suspension, air conditioning and anti-lock braking
systems, master cylinders, differential carriers and cast aluminum wheels for
use on automobiles and light trucks; and parts for use in heating and air
conditioning systems. The company also designs and manufactures close-tolerance
aluminum and specialty steel investment castings and related items for sale to
aviation and aerospace companies. Delivery is mostly by truck from Amcast
locations directly to customers.
Amcast is not solely dependent on a single customer. However, a
significant portion of the company's Engineered Components business is directly
or indirectly dependent on the major automobile manufacturers. The company's
net sales to various divisions of General Motors Corporation in fiscal 1994
were $89.3 million. No other customer accounted for more than 10% of
consolidated sales in fiscal 1994.
The company's non-aerospace business of the Engineered Components segment
is on a "blanket" order basis and is generally based on supplying a percentage
of the customer's annual requirements for a particular part. Customers issue
firm releases and shipping schedules each month against their blanket orders
depending on their current needs. As a result, order backlog varies from month
to month and is not considered firm beyond a 30-day period. Amcast believes
that price, product quality, and delivery are the principal bases of
competition within the industry.
-3-
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ITEM 1 - BUSINESS (cont'd)
- - -----------------
ENGINEERED COMPONENTS (cont'd)
- - ---------------------
The order backlog of the aviation and aerospace business was $23.4
million at August 31, 1994, and $25.5 million at August 31, 1993. Backlog at
August 31, 1994, is expected to result in revenue of $12.3 million during
fiscal 1995.
See Properties at Item 2 of this report for information on the company's
facilities which operate in this segment.
GENERAL INFORMATION
- - -------------------
Raw materials essential to the business are purchased from suppliers
located in the general vicinity of each operating facility. Availability of
these materials is judged to be adequate. The company does not anticipate any
material shortage that will alter production schedules during the coming year.
Amcast owns a number of patents and patent applications relating to the
design of its products. While Amcast considers, in the aggregate, these
patents are important to operations, it believes that the successful
manufacture and sale of its products generally depend more on the company's
technological know-how and manufacturing skills.
Capital expenditures related to compliance with federal, state, and local
environmental protection regulations for fiscal 1995 and 1996 are not expected
to be material. Management believes that operating costs related to
environmental protection will not have a materially adverse effect on future
earnings or the company's competitive position in the industry.
The number of persons employed by the continuing operations of Amcast
averaged 2,100 in fiscal 1994 and 1,900 in both fiscal 1993 and 1992.
No material portion of Amcast's business is seasonal.
RECENT DEVELOPMENTS
- - -------------------
None
-4-
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ITEM 2 - PROPERTIES
- - -------------------
The following table provides certain information relating to the company's
principal facilities as of October 14, 1994:
SQUARE
FACILITY FOOTAGE USE
- - ------------------------------------ ------- -------------------------------------
Flow Control Products Segment
- - -----------------------------
SUPERIOR VALVE DIVISION 80,200 High and low pressure specialty
Washington, Pennsylvania valve manufacturing plant,
warehouse, sales and general
offices
ELKHART PRODUCTS 222,000 Copper fittings manufacturing
CORPORATION SUBSIDIARY plant, warehouse, and sales and
Elkhart, Indiana general offices
Fayetteville, Arkansas 107,800 Copper fittings manufacturing
plant
AMCAST INDUSTRIAL LTD. 20,214 Distribution warehouse and branch
SUBSIDIARY sales office for Flow Control
Burlington, Ontario Canada Products
Engineered Components Segment
- - -----------------------------
ELKHART PRODUCTS 105,748 Custom fabricated copper and
CORPORATION SUBSIDIARY aluminum tubular products
Geneva, Indiana manufacturing plant
AMCAST PRECISION 70,000 Aluminum and specialty steel
PRODUCTS, INC. SUBSIDIARY investment casting foundry
Rancho Cucamonga, California
META-MOLD DIVISION 133,000 High-volume, aluminum alloy
Cedarburg, Wisconsin permanent-mold foundry
Richmond, Indiana 97,300 High-volume, aluminum alloy
permanent-mold foundry
WHEELTEK, INC. 139,788 Cast aluminum automotive wheels
SUBSIDIARY
Fremont, Indiana
Gas City, Indiana 76,000 Cast aluminum automotive wheels
AMCAST AUTOMOTIVE, INC. 8,840 Automotive component sales,
SUBSIDIARY product development and
Southfield, Michigan engineering center offices
-5-
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ITEM 2 - PROPERTIES (cont'd)
- - -------------------
SQUARE
FACILITY FOOTAGE USE
- - ------------------------------------ ------- -------------------------------------
Corporate
- - ---------
CORPORATE CENTER 16,281 Executive and general offices
Dayton, Ohio
Discontinued Operation
- - ----------------------
STANLEY G. FLAGG DIVISION 575,000 Brass foundry, machining
Stowe, Pennsylvania operations, warehouse, and sales
and general offices
The land and building in Rancho Cucamonga, California, are leased under a
5-year lease, with a requirement that Amcast purchase the property at the fair
market price at the lease expiration in 1997. The land and building in
Burlington, Ontario, are leased under a 5-year lease expiring in 1995, with an
option to renew the lease for two successive 5-year terms. The land in
Richmond and Gas City, Indiana is leased under 99 year leases, expiring in
2091. The Corporate offices are being leased for five years expiring in 1998.
The Amcast Automotive offices are being leased for five years expiring in the
year 2000, with an option for a five year renewal. All other properties are
owned by the company. The lease at the former Miami, Florida facility was
terminated during fiscal year 1994 and operations were transferred to the
Rancho Cucamonga, California facility.
A portion of the land and building at Fayetteville, Arkansas is subject
to a mortgage in favor of Bank One, Dayton, NA, to secure the payment of a
$5,050,000 bond issue dated December 1, 1991, and maturing December 1, 2004.
The company's operating facilities are in good condition and are suitable
for the company's purposes. Utilization of capacity is dependent upon customer
demand. During fiscal 1994, productive capacity utilization by division ranged
from 58% to 90%, and averaged 78% of the company's total capacity.
-6-
7
ITEM 3 - LEGAL PROCEEDINGS
- - --------------------------
The company is subject to a range of federal, state and local laws and
regulations governing the discharge of material into the environment or
otherwise relating to the protection of the environment. The company
periodically makes capital expenditures to meet the requirements of these laws
and regulations; however, the company believes that the anticipated
expenditures for such purposes in the foreseeable future will not be material
to its financial position or its competitive position.
The company, as is normal for the industry in which it operates, is
subject to periodic environmental site investigations and inquiries. The
company has been identified as a potentially responsible party by various state
agencies and by the United States Environmental Protection Agency (U.S. EPA)
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended, for costs associated with eight U.S. EPA led multi-party
"superfund" sites and three state environmental agency led remediation sites.
While the company could be found jointly and severally liable at a number of
these sites, the company, in each case, is contesting any responsibility or
believes that its liability will not be material because of the nature of the
waste involved or the limited amount of waste generated by the company which
was allegedly disposed of at these sites. With respect to one such site
located in Ironton, Ohio, another potentially responsible party has brought an
action entitled ALLIED-SIGNAL, INC., V. AMCAST INDUSTRIAL CORPORATION, in the
U.S. District Court for the Southern District of Ohio, Western Division, Case
No. C-3-92-013, seeking contribution from the company for a portion of the
total response and remediation costs, which the plaintiff has claimed may
exceed $20 million. The company believes that its ultimate equitable share, if
any, of any liability for cleanup costs at this site will not be material.
The company also is a defendant in a lawsuit entitled PUBLIC INTEREST
RESEARCH GROUP, INC., ET AL. V. STANLEY G. FLAGG & CO., ET AL., in the U.S.
District Court for the Eastern District of Pennsylvania, Case No. 89-2137,
which alleges that the content of zinc and other minerals in the waste water
discharged at the company's Stowe, Pennsylvania, facility exceeded the levels
allowed under the applicable permit during the period from October 1984 through
October 1988. The suit seeks the assessment of penalties; however, the company
believes that penalties, if any, should not be material because the discharge
currently is in compliance with the permit.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- - ------------------------------------------------------------
None
-7-
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ITEM 4A - EXECUTIVE OFFICERS OF REGISTRANT
- - ------------------------------------------
Leo W. Ladehoff, age 62, has been a Director since 1978, Chairman of the
Board of the company since December 1980, Chief Executive Officer since May
1979, and President of the company from September 1990 to December 1993. Mr.
Ladehoff was also President of the company from December 1978 until November
1986.
John H. Shuey, age 48, has been President and Chief Operating Officer
since December 1993 and a Director since March 1994. He was Executive Vice
President from February 1991 to December 1993. From 1986 to 1991, Mr. Shuey
was Senior Vice President, Finance and Chief Financial Officer at AM
International (producer of business graphics equipment used in preparation and
reproduction of information).
Dennis A. Bertram, age 57, has been President and General Manager of the
Automotive Products Group since May 1992. From May 1989 to May 1992 he was
Vice President and General Manager of the WheelTek Division. From July 1986 to
May 1989 he was Vice President of Operations for WheelTek.
J. Randall Caraway, age 43, has been President of Amcast Precision
Products, Inc. since March 1991. From August 1990 to March 1991 he was Vice
President/General Manager of the Ontario Division. From 1988 to 1990 Mr.
Caraway was President of Coastcast in California. Prior to his role of
President he was Vice President of Operations of Coastcast.
David L. Ewing, age 46, has been President of the Flow Control Products
Group since January 1994 and Vice President/General Manager of Elkhart Products
Corporation, Plumbing Division since April 1990. From May 1989 to April 1990
Mr. Ewing was President of Sensus Technologies. From September 1987 to May
1989 he was President of the coupling division of Rockwell International in
TexarKana, Arkansas.
Michael N. Powell, age 47, has been Vice President/General Manager of
Superior Valve Company since April 1994. Mr. Powell was President and Chief
Operating Officer of Versa Technologies, Inc. in Racine, Wisconsin from May
1991 to December 1993. Prior to that he was a Senior Vice President for Mark
Controls Corporation in Skokie, Illinois.
Douglas D. Watts, age 49, has been Vice President, Finance since August
1994. From 1987 to August 1994 Mr. Watts held various financial management
positions with General Cable Corporation, of which the most recent post was
Vice President and Controller. From 1985 to 1987 he was Vice President, Finance
and Chief Financial Officer of LCP Chemicals and Plastics, Inc., Edison, New
Jersey.
William L. Bown, age 48, has been Vice President and Controller since
June 1992. From November 1983 to May 1992 Mr. Bown was Controller of
Worthington Industries, Inc. in Columbus, Ohio.
Denis G. Daly, age 52, has been Vice President, Legal Affairs and
Secretary, since January 1990. From January 1988 to December 1989 he worked in
private practice at the law firm of Thompson, Hine, and Flory. From August
1982 to January 1988 he was Vice President, General Counsel, and Secretary at
Day International (Dayco) in Dayton.
William J. Durbin, age 49, has been Vice President, Human Resources,
since July 1984. Mr. Durbin was Director of Personnel and Director of
Management Resources of Carrier Transicold Co., Carrier North American
Operations, and Carrier International Corp. from 1978 to 1984.
Myron E. Frye, age 55, has been Vice President of Purchasing since
November 1992. From March 1983 to November 1992 he was President of Purchasing
/ Materials Group, Inc. in Naperville, Illinois.
-8-
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ITEM 4A - EXECUTIVE OFFICERS OF REGISTRANT (cont'd)
- - ------------------------------------------
Robert P. Hensley, age 63, has been Assistant Vice President of Risk
Management/ Assistant Secretary, since March 1989. From January 1987 to March
1989 he was Director of Risk Management/Assistant Secretary.
Michael R. Higgins, age 48, has been Treasurer since January 1987.
Yeshwant P. Telang, age 69, has been Senior Vice President, Technology
and Competitive Manufacturing, since November 1991. He was Vice President,
Technology from January 1985 to November 1991.
Officers of Amcast are elected at the Board of Directors' first meeting
following the annual meeting of shareholders and hold office until the first
meeting of the board following the next Annual Meeting of Shareholders.
PART II
-------
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
- - --------------------------------------------------------------
STOCKHOLDER MATTERS
-------------------
Amcast common stock is listed on the New York Stock Exchange, ticker
symbol AIZ. As of August 31, 1994, there were 8,457,896 of the Company's
common shares outstanding, and there were approximately 7,000 shareholders of
Amcast's common stock, including shareholders of record and the company's
estimate of beneficial holders.
Range of Stock
Prices
----------------- Dividends
High Low Per Share
---- --- ---------
1994
----
First Quarter $ 20 3/4 $ 20 1/4 $ .12
Second Quarter 25 3/4 25 1/8 .12
Third Quarter 25 7/8 21 3/8 .12
Fourth Quarter 22 20 .13
1993
----
First Quarter $ 16 3/8 $ 11 5/8 $ .12
Second Quarter 20 15 .12
Third Quarter 22 1/2 18 5/8 .12
Fourth Quarter 22 1/8 16 5/8 .12
See Long-Term Debt and Credit Arrangement footnote of the company's Annual
Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1, page
45 herein for other information required by this item.
ITEM 6 - SELECTED FINANCIAL DATA
- - --------------------------------
See "Selected Data" of the company's Annual Report to Shareholders for
the year ended August 31, 1994, Exhibit 13.1, page 35 herein.
-9-
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ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- - ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
See "Results of Continuing Operations", "Liquidity", and "Capital
Resources" of the company's Annual Report to Shareholders for the year ended
August 31, 1994, Exhibit 13.1, pages 30-34 herein.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- - ----------------------------------------------------
See "Financial Statements and Notes", together with the report thereon of
Ernst & Young LLP and "Quarterly Financial Data (Unaudited)" of the company's
Annual Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1,
pages 36-57 herein.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
- - ---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------
None
PART III
--------
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- - ------------------------------------------------------------
The information required by this item relating to directors of the
company is incorporated herein by reference to that part of the information
under "Election of Directors" beginning on page 2 of the company's Proxy
Statement for its Annual Meeting of Shareholders to be held on December 14,
1994. Information concerning executive officers of the company appears under
"Executive Officers of Registrant" at Part I, page 8, of this Report.
ITEM 11 - EXECUTIVE COMPENSATION
- - --------------------------------
The information required by this item is incorporated herein by reference
to "Executive Compensation" on pages 6 through 12 of the company's Proxy
Statement for its Annual Meeting of Shareholders to be held on December 14,
1994.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
- - -------------------------------------------------------------
MANAGEMENT
----------
The information required by this item is incorporated herein by reference
to "Security Ownership of Directors, Nominees and Officers" on page 5 and
"Security Ownership of Certain Beneficial Owners" on page 15 of the company's
Proxy Statement for its Annual Meeting of Shareholders to be held on December
14, 1994.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- - --------------------------------------------------------
The information required by this item is contained on pages 12 and 13 in
the company's Proxy Statement for its Annual Meeting of Shareholders to be held
on December 14, 1994, which is incorporated herein by reference.
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PART IV
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ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
- - --------------------------------------------------------------
ON FORM 8-K
-----------
(a) Documents filed as part of this report.
1. Financial statements:
The following financial statements of Amcast Industrial Corporation
and subsidiaries, included in the Annual Report to Shareholders for
the year ended August 31, 1994, are incorporated by reference at
Item 8 of this report.
Consolidated Statements of Operations -
Years Ended August 31, 1994, 1993, and 1992.
Consolidated Statements of Financial Condition -
August 31, 1994 and 1993.
Consolidated Statements of Shareholders' Equity -
Years Ended August 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows -
Years Ended August 31, 1994, 1993, and 1992.
Notes to Consolidated Financial Statements
2. Consolidated financial statement schedules:
Schedule Page Number
Number Description In This Report
-------- --------------------------------------------------------------- --------------
V Property, plant and equipment - August 31, 1994, 1993, and 1992 14
VI Accumulated depreciation of property, plant and equipment -
August 31, 1994, 1993, and 1992 15
VIII Valuation and qualifying accounts and reserves -
August 31, 1994, 1993, and 1992 16
IX Short-term borrowings - August 31, 1994, 1993, and 1992 17
X Supplementary income statement information - August 31, 1994,
1993, and 1992 18
All other financial statement schedules are omitted because they
are not applicable or because the required information is shown in
the financial statements and notes.
3. Exhibits - See Index to Exhibits (page 19 hereof).
4. Form 8-K - During the quarter ended August 31, 1994, the company
did not file any reports on Form 8-K.
-11-
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SIGNATURES
Pursuant to the requirements of Section 13 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, on the 29th day of November 1994.
AMCAST INDUSTRIAL CORPORATION
(Registrant)
By /s/Leo W. Ladehoff
----------------------------------
Leo W. Ladehoff
Chairman of the Board and
Chief Executive Officer
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 and in the capacities indicated.
Signature Title Date
- - ------------------- ------------------------- -----------------
/s/Leo W. Ladehoff Chairman of the Board and November 29, 1994
- - -------------------
Leo W. Ladehoff Chief Executive Officer, Director
/s/John H. Shuey President and Chief November 29, 1994
- - -------------------
John H. Shuey Operating Officer, Director
/s/Douglas D. Watts Vice President, Finance November 29, 1994
- - -------------------
Douglas D. Watts
/s/William L. Bown Vice President and Controller November 29, 1994
- - -------------------
William L. Bown
*James K. Baker Director November 29, 1994
*Walter E. Blankley Director November 29, 1994
*Peter H. Forster Director November 29, 1994
*Ivan W. Gorr Director November 29, 1994
*Earl T. O'Loughlin Director November 29, 1994
*William G. Roth Director November 29, 1994
*R. William Van Sant Director November 29, 1994
*The undersigned Leo W. Ladehoff, by signing his name hereto, does sign
and execute this annual report on Form 10-K on behalf of each of the
above-named directors of the registrant pursuant to powers of attorney executed
by each such director and filed with the Securities and Exchange Commission as
an exhibit to this report.
By /s/Leo W. Ladehoff
-------------------------
Leo W. Ladehoff
Attorney in Fact
-12-
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SCHEDULE V and VI - PROPERTY, PLANT AND EQUIPMENT (A)
(Thousands of dollars)
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
Years Ended August 31
______________________________________________________________________________
Notes to Schedules V and VI:
(1) Represents normal additions.
(2) Reclassification from Construction in Progress to specific asset accounts.
(3) Reclassification among fixed asset accounts.
(4) Reclassification between Other Assets and fixed asset accounts.
(5) Reclassification to net assets of discontinued operation.
(6) Write-down in carrying value of equipment and/or disposal of equipment
previously written down.
(7) Property not used in ongoing operations - reclassified to Other Assets.
(8) Adjustment due to foreign currency translation.
(9) Reclassification between inventory and fixed asset accounts.
(A) The principal lives and depreciation methods used for the above asset
classifications are:
Classification Lives Depreciation Methods
-------------- ----- -----------------------------------------
Land improvements 20 yrs. Straight-line
Buildings 20-40 yrs. Straight-line
Machinery and equipment 3-20 yrs. Straight-line
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SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT (A) (Thousands of dollars)
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES -- Years Ended August 31
- - ------------------------------------------------------------------------------------------------------------------------------------
Col A Col. B Col. C Col. D Col. E Col. F
- - ------------------------------------------------------------------------------------------------------------------------------------
Balance
Beginning Additions Other Changes Balance at
Classification of Period at Cost Retirements Transfers Other End of Period
- - ------------------------------------------------------------------------------------------------------------------------------------
1994 Land and land improvements $ 1,586 $ 37 $ (8) $ 325 (2) $ - $ 1,940
- - ----
Buildings 20,458 68 (39) 4,667 (2) - 25,130
(24)(3)
Machinery and equipment 99,768 1,502 (888) 11,315 (2) 6 (4) 110,287
(1,344)(3) (67)(6)
(5)(8)
Construction -in-progress 12,809 13,989 (30) (16,307)(2) (1)(4) 11,828
1,368 (3)
-------- -------- -------- --------- -------- --------
$134,621 $ 15,596 (1) $ (965) $ - $ (67) $149,185
======== ======== ======== ========= ======== ========
1993 Land and land improvements $ 1,419 $ 18 $ (164) $ 313 (2) $ - $ 1,586
- - ----
Buildings 19,280 170 (1,948) 2,940 (2) (1)(8) 20,458
17 (3)
Machinery and equipment 89,415 2,604 (1,439) 9,587 (2) 34 (4) 99,768
(380)(3) (39)(6)
(14)(8)
Construction-in-progess 14,088 11,198 - (12,840)(2) - 12,809
363 (3)
-------- -------- -------- --------- -------- --------
$124,202 $ 13,990 (1) $ (3,551) $ $ (20) $134,621
======== ======== ======== ========= ======== ========
1992 Land and land improvements $ 1,775 $ 152 $ - $ 6 (2) $ (514)(5) $ 1,419
- - ----
Buildings 22,735 121 (27) 238 (2) (1)(8) 19,280
(3,786)(5)
Machinery and equipment 112,351 2,986 (1,625) (339)(3) (7)(8) 89,415
10,204 (2) 96 (9)
100 (6)
(34,351)(5)
Construction-in-progress 4,092 20,534 (10) (10,448)(2) (7)(7) 14,088
339 (3) (412)(5)
-------- -------- -------- --------- -------- --------
$140,953 $ 23,793 (1) $ (1,662) $ - $(38,882) $124,202
======== ======== ======== ========= ======== ========
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15
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
(Thousands of dollars)
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
Years Ended August 31
- - ---------------------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E Col. F
- - ---------------------------------------------------------------------------------------------------------------------------------
Balance Other Changes
Beginning Additions ------------- Balance at
Classification of Period at Cost Retirements Transfers Other End of Period
- - ---------------------------------------------------------------------------------------------------------------------------------
1994 Land and land improvements $ 120 $ 57 $ - $ 1 (3) $ - $ 178
---- Buildings 6,582 1,061 (11) (15)(3) 7,617
Machinery and equipment 57,710 10,818 (808) 14 (3) 5 (4) 67,736
(3)(8)
------- ------- -------- ------- -------- -------
$64,412 $11,936 $ (819) $ - $ 2 $75,531
======= ======= ======== ======= ======== =======
1993 Land and land improvements $ 129 $ 28 $ (37) $ - $ - $ 120
---- Buildings 6,777 895 (1,090) - - 6,582
Machinery and equipment 48,892 10,213 (1,406) - 19 (4) 57,710
(8)(8)
------- ------- -------- ------- -------- -------
$55,798 $11,136 $ (2,533) $ - $ 11 $64,412
======= ======= ======== ======= ======== =======
1992 Land and land improvements $ 110 $ 19 $ - $ - $ - $ 129
---- Buildings 7,434 1,063 (11) (10)(3) (1,699)(5) 6,777
Machinery and equipment 61,325 11,654 (1,273) 10 (3) (22,865)(5) 48,892
(2)(4)
46 (9)
(3)(8)
------- ------- -------- ------- -------- -------
$68,869 $12,736 $ (1,284) $ - $(24,523) $55,798
======= ======= ======== ======= ======== =======
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16
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
(Thousands of dollars)
- - --------------------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E
- - --------------------------------------------------------------------------------------------------------------------------------
Additions
--------------------------
Balance Charged to Charged to
Beginning Costs and Other Balance at
Description of Period Expenses Accounts Deductions End of Period
- - --------------------------------------------------------------------------------------------------------------------------------
Deducted From Asset Accounts
Reserves for unrealized
losses on properties and other
assets held for sale:
Year ended August 31, 1994 $ 11,370 $ (8,297) $ 3,073
Year ended August 31, 1993 $ 11,117 - $ 270 $ (17) $ 11,370
Year ended August 31, 1992 $ 1,417 $ 9,700 (1) $ - $ - $ 11,117
Valuation reserves to state accounts
receivable and inventories at their
net realizable value:
Year ended August 31, 1994 $ 421 $ 664
Year ended August 31, 1993 $ 665 $ 421
Year ended August 31, 1992 $ 1,213 $ 665
<FN>
(1) Reserve for loss on sale of net assets of discontinued operation.
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17
SCHEDULE IX - SHORT-TERM BORROWINGS
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
(Thousands of dollars)
- - ---------------------------------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D Col. E(2) Col. F(3)
- - ---------------------------------------------------------------------------------------------------------------------
Maximum Average Weighted
Weighted Amount Amount Average
Balance at Average Outstanding Outstanding Interest Rate
Category of Aggregate End of Interest During the During the During the
Short-Term Borrowings (1) Period Rate Period Period Period
- - ---------------------------------------------------------------------------------------------------------------------
Year ended August 31, 1994:
Notes payable to banks $ - -% $ 3,100 $ 425 3.6%
Year ended August 31, 1993:
Notes payable to banks $ - -% $ 7,100 $2,825 3.9%
Year ended August 31, 1992:
Notes payable to banks $ - -% $ 10,000 $4,192 5.4%
<FN>
(1) Notes payable to banks represent borrowings under revolving credit
arrangements and lines of credit borrowing arrangements
described in the Notes to Consolidated Financial Statements.
(2) The average amount outstanding during the period was computed by
dividing the total of month-end outstanding principal balances by 12.
(3) The weighted average interest rate during the period was computed by
annualizing the result of actual interest expense divided by the
average amount outstanding during the period.
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18
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
(Thousands of dollars)
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
YEARS ENDED AUGUST 31
- - ---------------------------------------------------------------------------------------------------
Col. A Col. B.
- - ---------------------------------------------------------------------------------------------------
Item Charged to Costs and Expenses
- - ---------------------------------------------------------------------------------------------------
1994 1993 1992
----- ----- ------
Maintenance and repairs $6,594 $4,726 $5,646
Depreciation and amortization of
intangible assets, preoperating
costs and similar deferrals * * *
Taxes, other than payroll and income taxes * * *
Royalties * * *
Advertising costs * * *
* Less than 1% of total sales and revenues
-18-
19
INDEX OF EXHIBITS
-----------------
Exhibit Located at
Number Description Numbered Page
- - ------- -------------------------------------------------------------- -------------
3 ARTICLES OF INCORPORATION AND BY-LAWS:
3.1 Articles of Incorporation of Amcast Industrial
Corporation - incorporated by reference from Form
10-K for the year ended August 31, 1987.
3.2 Code of Regulations of Amcast Industrial
Corporation - incorporated by reference from
Form 10-K for the year ended August 31, 1987.
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 $40,000,000 Credit Agreement between Amcast
Industrial Corporation and Star Bank, National
Association, The First National Bank of Chicago,
Bank One, Dayton, NA, and Society National Bank
dated September 30, 1992 - incorporated by reference
from form 10-K for the year ended August 31, 1992.
4.2 Loan Agreement between the City of Elkhart, Indiana,
and Elkhart Products Corporation, dated as of February
1, 1988, for $2,050,000, Economic Development
Revenue Refunding Bonds, Series 1988. +
4.3 $20,000,000 Senior Note Agreement between
Amcast Industrial Corporation and Principal
Mutual Life Insurance Company (formerly
Bankers Life Company), dated May 1, 1986,
as amended - incorporated by reference
from Form 10-K for the year ended August
31, 1987.
4.4 Amendment Agreement to the $20,000,000 Senior
Note Agreement between Amcast Industrial
Corporation and Principal Mutual Life
Insurance Company, dated October 1, 1990,
effective August 31, 1990 - incorporated by
reference from Form 10-K for the year ended
August 31, 1990.
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20
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit Located at
Number Description Numbered Page
- - ------- -------------------------------------------------------------- -------------
4.5 $10,000,000 Senior Note Agreement between
Amcast Industrial Corporation and Principal
Mutual Life Insurance Company dated
September 1, 1989, as amended - incorporated
by reference from Form 10-K for the year ended
August 31, 1989.
4.6 Amendment Agreement to the $10,000,000 Senior
Note Agreement between Amcast Industrial
Corporation and Principal Mutual Life Insurance
Company dated October 1, 1990, effective
August 31, 1990 - incorporated by reference from
Form 10-K for the year ended August 31, 1990.
4.7 Loan Agreement by and between the City of Fayetteville,
Arkansas, and Amcast Industrial Corporation, dated as of
December 1, 1991, for $5,050,00 City of Fayetteville,
Arkansas, variable/fixed rate demand Industrial
Development Revenue Refunding Bonds, Series 1992. +
4.8 Lease Agreement between PNC Leasing Corp., lessor, and
Amcast Industrial Corporation, lessee, dated July 15, 1992
incorporated by reference from Form 10-K for the year
ended August 31, 1993.
10 MATERIAL CONTRACTS:
10.1 Amcast Industrial Corporation Employee Share-
builder Plan effective August 26, 1987 -
incorporated by reference from Form 10-K for
the year ended August 31, 1989.
10.2 Amcast Industrial Corporation 1981 Stock
Option Plan - incorporated by reference from
Form 10-K for the year ended August 31, 1988.
10.3 Amcast Industrial Corporation Annual Incentive
Plan effective September 1, 1982 -incorporated
by reference from Form 10-K for the year ended
August 31, 1988.
10.4 Deferred Compensation Agreement for Directors
of Amcast Industrial Corporation - incorporated
by reference from Form 10-K for the year ended
August 31, 1988.
10.5 Executive Employment Agreement between Amcast
Industrial Corporation and Leo W. Ladehoff,
effective April 1, 1991 - incorporated by
reference from Form 10-Q for the quarter
ended March 3, 1991.
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21
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit Located at
Number Description Numbered Page
- - ------- -------------------------------------------------------------- -------------
MATERIAL CONTRACTS (cont'd)
10.6 Indemnification Agreement for Directors of
Amcast Industrial Corporation, effective
October 30, 1987 - incorporated by reference
from Form 10-Q for the quarter ended
February 28, 1988.
10.7 First Master Benefit Trust Agreement between
Amcast Industrial Corporation and Bank One,
Dayton, NA, effective March 11, 1988 -
incorporated by reference from Form 10-Q
for the quarter ended February 28, 1988.
10.8 Amcast Industrial Corporation 1989 Stock
Incentive Plan, effective October 19, 1988 -
as amended, effective December 9, 1992 -
incorporated by reference from Form 10-Q
for the quarter ended February 28, 1994.
10.9 Amcast Industrial Corporation 1989 Director
Stock Option Plan, effective October 19, 1988 -
incorporated by reference from Registration
Statement on Form S-8 (Reg. No. 33-28084)
dated April 11, 1989.
10.10 Amcast Industrial Corporation Severance
Agreements effective March 1, 1990 - as amended,
effective October 1, 1992 - incorporated by reference
from Form 10-K for the year ended August 31, 1992.
10.11 Amcast Industrial Corporation Long-Term
Incentive Plan effective September 1, 1991 -
incorporated by reference from Form 10-K for
the year ended August 31, 1992.
10.12 Amcast Industrial Corporation Nonqualified
Supplementary Benefit Plan, effective
May 29, 1991. 24
13 ANNUAL REPORT TO SECURITY HOLDERS:
13.1 Amcast Industrial Corporation Annual Report to
Shareholders for fiscal year ended August 31, 1994.
Those portions of the Annual Report as are
specifically referenced under Parts I, II, and IV of
this report are filed herein. 30
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22
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit Located at
Number Description Numbered Page
- - ------- -------------------------------------------------------------- -------------
21 SUBSIDIARIES OF THE REGISTRANT:
Amcast Industrial Corporation has nine wholly-owned
subsidiaries which are included in the consolidated
financial statements of the company. Information
regarding these subsidiaries is set forth below:
Amcast Industrial Limited
Jurisdiction of Incorporation: Ontario, Canada
Name Under Which Business Is Done: Amcast Industrial Limited
Elkhart Products Corporation
Jurisdiction of Incorporation: Indiana
Name Under Which Business Is Done: Elkhart Products Corporation
WheelTek, Inc.
Jurisdiction of Incorporation: Indiana
Name Under Which Business Is Done: WheelTek, Inc.
Amcast Precision Products, Inc.
Jurisdiction of Incorporation: California
Name Under Which Business Is Done: Amcast Precision Products, Inc.
Amcast Industrial Investment Corporation
Jurisdiction of Incorporation: Delaware
Name Under Which Business Is Done: Amcast Industrial
Investment Corporation
Amcast Industrial Financial Services, Inc.
Jurisdiction of Incorporation: Ohio
Name Under Which Business is Done: Amcast Industrial
Financial Services, Inc.
Amcast Industrial Sales Corporation
Jurisdiction of Incorporation: U.S. Virgin Islands
Name Under Which Business is Done: Amcast Industrial
Sales Corporation
Amcast Automotive, Inc.
Jurisdiction of Incorporation: Michigan
Name Under Which Business is Done: Amcast Automotive, Inc.
Amcast Casting Technologies, Inc.
Jurisdiction of Incorporation: Indiana
Name Under Which Business is Done: Amcast Casting Technologies, Inc.
-22-
23
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit Located at
Number Description Numbered Page
- - ------- -------------------------------------------------------------- -------------
23 CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP dated
November 28, 1994, with respect to the
incorporation by reference of
their report dated October 7, 1994 into this
Annual Report (Form 10-K), the inclusion of the
financial statement schedules listed in Item 14(a)(2)
to the financial statements covered by their report
dated October 7, 1994, and material incorporated by
reference into Amcast Industrial Corporation's
Post-Effective Amendment No. 1 to Registration
Statement No. 33-2876 on Form S-8, on Registration
Statements on Form S-8 (Registration Nos. 33-18690,
33-28080, 33-28084, 33-38176 and 33-61290),
and on Registration Statement No. 33-28075 on
Form S-3 58
24 POWER OF ATTORNEY:
24.1 Powers of attorney of persons who are indicated
as having executed this Annual Report Form 10-K 59
on behalf of another.
27 FINANCIAL DATA SCHEDULE:
27.1 Article 5 of Regulation S-X Financial Data Schedule
Form 10-K for the year ended August 31, 1994 66
<FN>
+ Indicates that the document relates to a class of indebtedness that does not exceed
10% of the total consolidated assets of the company and that the company will furnish
a copy of the document to the Commission upon its request.
-23-