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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K / A-1
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 1996 Commission file number 1-9967
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AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0258080
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(State of Incorporation) (I.R.S. employer
identification no.)
7887 Washington Village Drive, Dayton, Ohio 45459
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(Address of principal executive officers) (Zip Code)
291-7000 (Area Code 937)
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Shares, without par value New York Stock Exchange
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 21,
1996 -- $163,163,072.
Number of common shares outstanding, without par value, as of October 21,
1996 -- 8,618,491 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part IV -- Index to exhibits at page 4 of this report.
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STATEMENT
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Amcast Industrial Corporation is filing this Form 10-K/A-1 for the purpose of
amending Exhibit 3.1 contained on pages 21 through 35 of its Annual Report on
Form 10-K for the year ended August 31, 1996. Pages 34 and 35 were inadvertently
omitted from the filing.
PART IV, ITEM 14 - EXHIBITS
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a) Documents filed as part of this report:
1. Exhibits - See Index to Exhibits (page 4 hereof).
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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 9th day of December 1996.
AMCAST INDUSTRIAL CORPORATION
(Registrant)
By /s/ John H. Shuey
------------------------------------
John H. Shuey
President and
Chief Executive Officer
Pursuant to the requirements of the Securities and 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
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/s/ John H. Shuey President, Chief Executive December 9, 1996
- ------------------------------- Officer, Director
John H. Shuey (Principal Executive Officer)
/s/ Douglas D. Watts Vice President, Finance December 9, 1996
- ------------------------------- (Principal Financial Officer)
Douglas D. Watts
/s/ William L. Bown Vice President and Controller December 9, 1996
- ------------------------------- (Principal Accounting Officer)
William L. Bown
*Leo W. Ladehoff Chairman of the Board,
Director December 9, 1996
*James K. Baker Director December 9, 1996
*Walter E. Blankley Director December 9, 1996
*Peter H. Forster Director December 9, 1996
*Ivan W. Gorr Director December 9, 1996
*Earl T. O'Loughlin Director December 9, 1996
*William G. Roth Director December 9, 1996
*R. William Van Sant Director December 9, 1996
*The undersigned John H. Shuey, by signing his name hereto, does sign
and execute this amendment to the annual report on Form 10-K/A-1 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 the Form 10-K.
By /s/ John H. Shuey
_________________________________
John H. Shuey
Attorney in Fact
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INDEX OF EXHIBITS
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Exhibit Located at
Number Description Numbered Page
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3 ARTICLES OF INCORPORATION AND BY-LAWS:
3.1 Articles of Incorporation of Amcast Industrial
Corporation. **
3.2 Code of Regulations of Amcast Industrial
Corporation. *
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 - incorporated by reference
from Form 10-K for the year ended August 31, 1995.
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 $10,000,000 Senior Note Agreement between
Amcast Industrial Corporation and Principal
Mutual Life Insurance Company dated
September 1, 1989, as amended. *
4.4 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 -
incorporated by reference from Form 10-K for the year
ended August 31, 1995.
4.5 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. +
4.6 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.
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INDEX TO EXHIBITS (cont'd)
Exhibit Located at
Number Description Numbered Page
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4.7 Lease Agreement between PNC Leasing Corp., lessor,
and Amcast Industrial Corporation, lessee, dated
August 8, 1996. +
4.8 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 - incorporated by
reference from Form 10-K for the year ended August 31,
1995.
4.9 Amendment Agreement, dated January 5, 1996, to the
$25,000,000 Credit and Intercreditor Agreement between
Casting Technology Company and National Bank of
Detroit and The Asahi Bank, Ltd., dated July 28, 1995. *
4.10 Amendment Agreement, dated May 31, 1996, to the
$25,000,000 Credit and Intercreditor Agreement between
Casting Technology Company and National Bank of Detroit
and The Asahi Bank, Ltd., dated July 28, 1995, and
amended Guarantee Agreement which increased Amcast's
guarantee to $21,000,000 of the revised credit amount
of $35,000,000. *
4.11 $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 - incorporated by reference from Form
10-K for the year ended August 31, 1995.
10 MATERIAL CONTRACTS:
10.1 Amcast Industrial Corporation Employee Share-
builder Plan effective August 26, 1987. *
10.2 Amcast Industrial Corporation Annual Incentive
Plan effective September 1, 1982. *
10.3 Deferred Compensation Agreement for Directors
of Amcast Industrial Corporation. *
10.4 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-incorporated by reference from Form
10-Q for the quarter ended May 28, 1995.
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INDEX TO EXHIBITS (cont'd)
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Exhibit Located at
Number Description Numbered Page
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10.5 Indemnification Agreement for Directors of
Amcast Industrial Corporation, effective
October 30, 1987. *
10.6 First Master Benefit Trust Agreement between
Amcast Industrial Corporation and Bank One,
Dayton, NA, effective March 11, 1988. *
10.7 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.
10.8 Amcast Industrial Corporation 1989 Director
Stock Option Plan, effective October 19, 1988. *
10.9 Amcast Industrial Corporation Change of Control
Agreements effective September 1, 1996. *
10.10 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.
10.11 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.
10.12 Change of Control Agreement between Amcast Industrial
Corporation and John H. Shuey, Chief Executive Officer,
effective August 14, 1995-incorporated by reference
from Form 10-K for the year ended August 31, 1995.
13 ANNUAL REPORT TO SECURITY HOLDERS:
13.1 Amcast Industrial Corporation Annual Report to
Shareholders for year ended August 31, 1996. Those
portions of the Annual Report as are specifically
referenced under Parts I, II, and IV of
this report are filed herein. *
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INDEX TO EXHIBITS (cont'd)
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Exhibit Located at
Number Description Numbered Page
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21 SUBSIDIARIES OF THE REGISTRANT:
Amcast Industrial Corporation has ten 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. and Amcast
Automotive Wheel Division
Amcast Precision Products, Inc.
Jurisdiction of Incorporation: California
Name Under Which Business Is Done: Amcast Precision Products, Inc.
Amcast Investment Services Corporation
Jurisdiction of Incorporation: Delaware
Name Under Which Business Is Done: Amcast Investment Services
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.
Flagg Brass, Inc.
Jurisdiction of Incorporation: Ohio
Name Under Which Business is Done: Flagg Brass, Inc.
Amcast Casting Technologies, Inc.
Jurisdiction of Incorporation: Indiana
Name Under Which Business is Done: Amcast Casting Technologies, Inc.
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INDEX TO EXHIBITS (cont'd)
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Exhibit Located at
Number Description Numbered Page
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23 CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP dated
November 22, 1996, with respect to the
incorporation by reference of
their report dated October 8, 1996 into this
Annual Report (Form 10-K), the inclusion of the
financial statement schedule listed in Item 14(a)(2)
to the financial statements covered by their report
dated October 8, 1996, 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, 33-61290 and 333-00133),
and on Registration Statement No. 33-28075 on
Form S-3 *
24 POWER OF ATTORNEY:
24.1 Powers of attorney of persons who are indicated
as having executed this Annual Report Form 10-K
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, 1996 *
+ 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.
* Incorporated by reference from Form 10-K for the year ended August 31, 1996.
** Amended exhibit to Form 10-K for the year ended August 31, 1996 is enclosed
herein, beginning on page 9.
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