1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-A/A-2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMCAST INDUSTRIAL CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Ohio 31-0258080 - ---------------------------------------- ------------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 7887 Washington Park Drive, Dayton, Ohio 45459 - ---------------------------------------- ------------------------------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. / / box. / / Securities Act registration statement file number to which this form relates: n/a -------------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Rights to Purchase Preferred Shares New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None --------------------- (Title of class) 2 STATEMENT This Form 8-A/Amendment Number 2 is being filed to further amend the Amcast Industrial Corporation (the "Company") Form 8-A originally filed in connection with the Company's Rights Agreement dated as of February 24, 1988 between the Registrant and Bank One, Indianapolis, N.A. The only changes being effected by this amendment are in the cover page which is being refiled herewith to reflect the fact that the rights to purchase preferred shares are being registered pursuant to Section 12(b) of the Securities Exchange Act of 1934. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. AMCAST INDUSTRIAL CORPORATION Date: May 6, 1998 By: /s/ DENIS G. DALY ------------------- Denis G. Daly Vice President, General Counsel and Secretary 1