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, 1995 Commission file number 1-9967
--------------- ------
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 13, 1995--$158,428,042.
Number of common shares outstanding, without par value, as of October 13,
1995--8,558,125 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV-Portions of Annual Report to Shareholders for the year
ended August 31, 1995.
Part III--Portions of Proxy Statement for the Annual Meeting of Shareholders
to be held on December 13, 1995 filed November 7, 1995.
Index to exhibits at page 15 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. Amcast Casting
Technologies, Inc. owns 60% of a jointly controlled partnership formed with
Izumi Industries, Ltd. of Japan.
Effective August 31, 1995, the Company decided to retain the brass pipe
fittings business of the Stanley G. Flagg & Co. division, previously reported
as a discontinued operation. See Discontinued and Retained Operations note in
the Company's Annual Report to Shareholders for the year ended August 31, 1995,
Exhibit 13.1, page 228 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 years 1993 through 1995
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, 1995, such information is incorporated herein by reference and is
filed as Exhibit 13.1 to this report. Amcast has no foreign manufacturing
operations and export sales to customers in foreign countries are not material.
FLOW CONTROL PRODUCTS
- ---------------------
The Flow Control Products segment (Flow Control) includes the business
of the Superior Valve division (Superior Valve), the Elkhart subsidiary, Flagg
Brass division, and Amcast Industrial Ltd. Superior Valve 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 produces wrot copper fittings for use in
residential and commercial water systems and markets brass pipe fittings.
Flagg Brass produces brass pipe fittings for the marine and industrial markets.
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, 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.
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3
ITEM 1 - BUSINESS (cont'd)
- -----------------
FLOW CONTROL PRODUCTS (cont'd)
- ---------------------
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 aerospace
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 tubular 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 1995 were
$120.1 million. No other customer accounted for more than 10% of consolidated
sales in 1995.
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.
The order backlog of the aerospace business was $19.6 million at August
31, 1995, and $23.4 million at August 31, 1994. The backlog at August 31,
1995, is expected to result in revenue of $10.8 million during 1996.
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
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4
ITEM 1 - BUSINESS (cont'd)
- -----------------
GENERAL INFORMATION (cont'd)
- -------------------
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 1996 and 1997 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 Amcast averaged 2,400 in 1995, 2,100 in
1994, and 1,900 in 1993.
No material portion of Amcast's business is seasonal.
RECENT DEVELOPMENTS
- -------------------
Effective November 1, 1995, the Company entered into a new $50 million,
ten-year credit agreement with two institutional investors, Principal Mutual
Life Insurance Company, Des Moines, Iowa, and Northwestern Mutual Life
Insurance Company, Milwaukee, Wisconsin. The notes will carry an interest rate
of 7.09% and will have an average term of eight and one half years. The
proceeds of the notes will be used to retire existing bank debt, fund Amcast's
capital expenditures for expansion, as well as other general corporate and
business purposes. See Exhibit 4.10, page 145 herein.
4
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ITEM 2 - PROPERTIES
- -------------------
The following table provides certain information relating to the Company's
principal facilities as of October 13, 1995:
SQUARE
FACILITY FOOTAGE USE
- ----------------------------- ------- ------------------------------------
Flow Control Products Segment
- -----------------------------
SUPERIOR VALVE DIVISION 108,200 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
FLAGG BRASS DIVISION 150,000 Brass foundry, machining
Stowe, Pennsylvania operations, warehouse, and sales
and general offices
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 152,000 Cast aluminum automotive wheels
SUSPENSION COMPONENTS 188,000 Cast, machined and assembled
DIVISION aluminum suspension components
Wapakoneta, Ohio -- under construction.
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ITEM 2 - PROPERTIES (cont'd)
- -------------------
SQUARE
FACILITY FOOTAGE USE
- ------------------------------------ ------- ----------------------
AMCAST AUTOMOTIVE, INC. 8,840 Automotive component sales,
SUBSIDIARY product development and
Southfield, Michigan engineering center offices
Corporate
- ---------
CORPORATE CENTER 16,281 Executive and general offices
Dayton, Ohio
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 3-year lease expiring in 1998. 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.
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 1995, productive capacity utilization ranged from 61% to 92%,
and averaged 82% of the Company's total capacity.
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ITEM 3 - LEGAL PROCEEDINGS
- --------------------------
Refer to "Commitments and Contingencies" in the Notes to Consolidated
Financial Statements of the Company's Annual Report to Shareholders for the
year ended August 31, 1995, Exhibit 13.1., page 235 herein.
The Company's Flagg division, is a defendant in UNITED STEEL WORKERS OF
AMERICA VS. STANLEY G. FLAGG & CO., INC. filed on March 27, 1995 before the
National Labor Relations Board, Fourth Region (Case No. 4-CA-23069). In August
1994, Flagg declared that negotiations with the Steelworkers Union relating to
a new labor contract for approximately 121 employees at its Stowe, Pennsylvania
facility had reached impasse. Flagg then implemented the last offer made to
the Union. The Union claims, among other things, that Flagg's declaration of
an impasse was improper and is seeking lost wages since August 1, 1994 and
other relief. A hearing has been scheduled before the National Labor
Relations Board for January 1996. The Company believes that if it has any
liability, such liability would be subject to various offsets and would not be
material to its results of operations.
Allied Signal, Inc. has brought a superfund private cost recovery and
contribution action against the Company in the United States District Court for
the Southern District of Ohio, Western Division, which is captioned
ALLIED-SIGNAL, INC. V. AMCAST INDUSTRIAL CORPORATION (Case No. C-3-92-013).
The action involves the Goldcamp Disposal Site in Ironton, Ohio. Allied-Signal
has taken the lead in remediating the site and has estimated that its total
costs for the remediation may reach $30 million. Allied is seeking a
contribution from the Company in an amount equal to 50 percent of the final
remediation costs. A trial in this proceeding was completed in February 1995,
but no judgment is anticipated until after certain post-trial proceedings are
completed. The Company believes its responsibility with respect to the
Goldcamp Site is limited, primarily due to the nature of the foundry sand waste
it disposed of at the site. The Company believes that if it has any liability
at all in regard to the Goldcamp Site, that liability would not be material to
its financial position or results of operations.
The Company is also a defendant in a lawsuit captioned PUBLIC INTEREST
RESEARCH GROUP, INC., ET AL. V. STANLEY G. FLAGG & CO., ET AL., filed in the
United States District Court for the Eastern District of Pennsylvania (Case No.
89-2137). In this proceeding, it is alleged that the content of zinc and other
minerals in the waste water discharged at the Company's Stowe, Pennsylvania
facility exceeded the level allowed under the applicable permit during the
period from October 1984 through October 1988. The suit seeks the assessment
of penalties. The Company had believed that penalties, if any, would not be
material because the discharge has been in compliance with the permit since at
least early 1990 and the proceedings had been inactive for more than four years
prior to March 16, 1995. On March 16, 1995, the Court moved the case to the
current docket from the civil suspense file. While the possibility of a
penalty of $ 25,000 per day for each day in the period during which the
minerals in the waste water discharge exceeded the level allowed in the
applicable permit is again at issue, the Company believes that such penalties
would not be material to its financial position or results of operations.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
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ITEM 4A - EXECUTIVE OFFICERS OF REGISTRANT
- ------------------------------------------
Leo W. Ladehoff, age 63, has been a Director since 1978, Chairman of the
Board of the Company since December 1980, Chief Executive Officer from May 1979
to March 1995, 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 49, has been President and Chief Executive Officer
since March 1995 and a Director since March 1994. Mr. Shuey was President and
Chief Operating Officer from December 1993 to March 1995. 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).
Thomas K. Walker, age 54, was appointed President of Amcast Automotive,
beginning August 1995. He was President of ITT Automotive's North American
operations from 1992 to 1995. Mr. Walker was President of Allied Signal
Automotive Catalyst Co. in Tulsa, Oklahoma from 1985 to 1992.
Dennis A. Bertram, age 58, has been Senior Vice President, Operations of
Amcast Automotive since August 1995. From May 1992 until his recent
appointment, he was President and General Manager of the same group. Prior to
that, he was Vice President of Operations for WheelTek.
J. Randall Caraway, age 44, has been President of Amcast Precision
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 47, 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. Prior to that, he was
President of the coupling division of Rockwell International in TexarKana,
Arkansas.
Michael N. Powell, age 48, 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 50, 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. Prior to that, he was Vice President, Finance
and Chief Financial Officer of LCP Chemicals and Plastics Inc., Edison, New
Jersey.
William L. Bown, age 49, 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.
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ITEM 4A - EXECUTIVE OFFICERS OF REGISTRANT (cont'd)
- ------------------------------------------
Denis G. Daly, age 53, 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.
William J. Durbin, age 50, has been Vice President, Human Resources,
since July 1984.
Myron E. Frye, age 56, 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.
Michael R. Higgins, age 49, has been Treasurer since January 1987.
Yeshwant P. Telang, age 70, 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
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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, 1995, there were 8,555,875 of the Company's
common shares outstanding, and there were approximately 7,400 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
---- --- ---------
1995
- ----
First Quarter $ 23 3/8 $ 19 3/8 $ .13
Second Quarter 22 1/4 18 3/8 .13
Third Quarter 20 5/8 17 1/2 .13
Fourth Quarter 20 16 3/4 .14
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
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PART II (cont'd)
-------
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
- --------------------------------------------------------------
STOCKHOLDER MATTERS (cont'd)
-------------------
See Long-Term Debt and Credit Arrangement note in the Company's Annual
Report to Shareholders for the year ended August 31, 1995, Exhibit 13.1, page
231 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, 1995, Exhibit 13.1, page 222 herein.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
- ----------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
See "Results of Operations", "Liquidity", and "Capital Resources" of the
Company's Annual Report to Shareholders for the year ended August 31, 1995,
Exhibit 13.1, pages 218-220 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, 1995, Exhibit 13.1,
pages 223-241 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 13,
1995. Information concerning executive officers of the Company appears under
"Executive Officers of Registrant" at Part I, pages 8 and 9, 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 13,
1995.
10
11
PART III (cont'd)
--------
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
13, 1995.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The information required by this item is contained on pages 9 and 12 in
the Company's Proxy Statement for its Annual Meeting of Shareholders to be held
on December 13, 1995, which is incorporated herein by reference.
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, 1995, are incorporated by reference at
Item 8 of this report.
Consolidated Statements of Operations -
Years Ended August 31, 1995, 1994, and 1993.
Consolidated Statements of Financial Condition -
August 31, 1995 and 1994.
Consolidated Statements of Shareholders' Equity -
Years Ended August 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows -
Years Ended August 31, 1995, 1994, and 1993.
Notes to Consolidated Financial Statements
11
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PART IV (cont'd)
-------
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
- --------------------------------------------------------------
ON FORM 8-K (cont'd)
-----------
2. Consolidated financial statement schedule:
Schedule Page Number
Number Description In This Report
-------- ------------------------------- --------------
II Valuation and qualifying accounts
and reserves - August 31, 1995,
1994, and 1993 14
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 15 hereof).
4. Form 8-K - During the quarter ended August 31, 1995, the Company
did not file any reports on Form 8-K.
12
13
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 22 day of November 1995.
AMCAST INDUSTRIAL CORPORATION
(Registrant)
By /s/John H. Shuey
---------------------------
John H. Shuey
President 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/John H. Shuey President, Chief Executive November 22, 1995
- -------------------
John H. Shuey Officer, Director
(Principle Executive Officer)
/s/Douglas D. Watts Vice President, Finance November 22, 1995
- -------------------
Douglas D. Watts (Principle Financial Officer)
/s/William L. Bown Vice President and Controller November 22, 1995
- ------------------
William L. Bown (Principle Accounting Officer)
*Leo W. Ladehoff Chairman of the Board,
Director November 22, 1995
*James K. Baker Director November 22, 1995
*Walter E. Blankley Director November 22, 1995
*Peter H. Forster Director November 22, 1995
*Ivan W. Gorr Director November 22, 1995
*Earl T. O'Loughlin Director November 22, 1995
*William G. Roth Director November 22, 1995
*R. William Van Sant Director November 22, 1995
*The undersigned John H. Shuey, 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/John H. Shuey
----------------------
John H. Shuey
Attorney in Fact
13
14
SCHEDULE II - 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, 1995 $ 3,073 $ 1,136(2) $ (1,138)(3) $ 3,071
Year ended August 31, 1994 $ 11,370 $ (8,297)(1) $ 3,073
Year ended August 31, 1993 $ 11,117 $ 270 $ (17) $ 11,370
(1) Includes loss on the sale of assets ($2.2 million) and a revised estimate
of operating losses to disposal ($6.1 million) of the discontinued
operation.
(2) Revised estimate of unrealized loss on sale of assets.
(3) Loss on sale of assets.
14
15
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 $60,000,000 amended and restated Revolving Credit
Agreement between Amcast Industrial
Corporation and Star Bank, The First National Bank of
Chicago, Bank One, Dayton, NA, Society National Bank,
and National Bank of Detroit dated June 7, 1995. 20
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, dated July 24, 1995, to the
$20,000,000 Senior Note Agreement between Amcast
Industrial Corporation and Principal Mutual Life
Insurance Company, dated May 1, 1986. 64
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, dated July 24, 1995, to the
$10,000,000 Senior Note Agreement between Amcast
Industrial Corporation and Principal Mutual Life Insurance
Company, dated September 1, 1989. 68
15
16
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit Located at
Number Description Numbered Page
- ------- -------------------------------------------------------------- -------------
4.7 Loan Agreement by and between the City of Fayetteville,
Arkansas, and Amcast Industrial Corporation, dated as of
December 1, 1991, for $5,050,000 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.
4.9 Amcast guarantee of $15,000,000 of the $25,000,000 Credit
and Intercreditor Agreement between Casting Technology
Company (a joint venture partnership between Amcast
Industrial Corporation and Izumi Industries, Ltd.) and
National Bank of Detroit and The Asahi Bank,
Ltd., and a copy of the Creditor and Intercreditor
Agreement, dated July 28, 1995. 72
4.10 $50,000,000 Note Agreement between Amcast Industrial
Corporation and Principal Mutual Life Insurance Company
and The Northern Mutual Life Insurance Company, dated
November 1, 1995. 145
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 Agreement between Amcast
Industrial Corporation and Leo W. Ladehoff,
Chairman of the Board and former Chief Executive
Officer of the Company, dated March 3, 1995 -
16
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MATERIAL CONTRACTS (cont'd)
incorporated by reference from Form 10-Q for the
quarter ended May 28, 1995.
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 - incorporated by reference
from Form 10-K for the year ended
August 31, 1994.
10.13 Change of Control Agreement between Amcast Industrial
Corporation and John H. Shuey, Chief Executive Officer,
effective August 14, 1995. 205
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13 ANNUAL REPORT TO SECURITY HOLDERS:
13.1 Amcast Industrial Corporation Annual Report to
Shareholders for year ended August 31, 1995.
Those portions of the Annual Report as are
specifically referenced under Parts I, II, and IV of
this report are filed herein. 218
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.
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23 CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP dated
November 17, 1995, with respect to the
incorporation by reference of
their report dated October 10, 1995 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 10, 1995, 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-3 242
24 POWER OF ATTORNEY:
24.1 Powers of attorney of persons who are indicated
as having executed this Annual Report Form 10-K 243
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, 1995 251
+ 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.
19