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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Commission
Ended August 31, 1993 File Number 33-38176
--------------------- --------------------
AMCAST INDUSTRIAL CORPORATION
401 (k) SALARY DEFERRAL PLAN
(Name of Plan)
-----------------------------
AMCAST INDUSTRIAL CORPORATION
7887 Washington Village Drive
Dayton, Ohio 45459
(513) 291-7000
(Name of Issuer of Securities held pursuant to Plan and address of its
principal executive office.)
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REQUIRED INFORMATION
--------------------
The Amcast Industrial Corporation 401(k) Salary Deferral Plan (the
"Plan") is subject to the Employee Retirement Income Security Act of 1974.
ITEM 4. In lieu of the requirements of Items 1, 2 and 3 of this
Form 11-K, the following financial statements of the Plan, notes thereto, and
Report of Independent Auditors thereon are being filed as Exhibit 28.1 to this
Report:
(a) Statement of Net Assets available for Plan Benefits -
August 31, 1993 and August 30, 1992;
(b) Statement of Changes in Net Assets available for Plan
Benefits - years ended August 31, 1993, and
August 30, 1992;
(c) Notes to Financial Statements; and
(d) Report of Independent Auditors.
The Consent of Independent Auditors to the incorporation by
reference of the foregoing financial statements in the Registration Statement
on Form S-8 (No. 33-38176) pertaining to the Plan is being filed as Exhibit
24.1 to this Report.
SIGNATURES
----------
THE PLAN. Pursuant to the requirements of the Securities
Exchange Act of 1934, the Pension Committee of Amcast Industrial Corporation
which administers the Amcast Industrial Corporation 401(k) Salary Deferral Plan
has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCAST INDUSTRIAL CORPORATION
401(k) SALARY DEFERRAL PLAN
By: /s/ J. H. Shuey
-------------------------------
John H. Shuey
Authorized Committee Member
Dated: February 28, 1994
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INDEX TO EXHIBITS
-----------------
The following Exhibits are being filed with or incorporated by
reference in this Annual Report on Form 11-K:
Exhibit
- - -------
(24) CONSENT OF EXPERTS AND COUNSEL:
24.1 Consent of Ernst & Young
(28) ADDITIONAL EXHIBITS
28.1 Annual Financial Statements of
Amcast Industrial Corporation 401(k)
Salary Deferral Plan at August 31, 1993
and August 30, 1992 and for the two
years ended August 31, 1993
_________________________________
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[Ernst & Young Letterhead]
Exhibit 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-38176) pertaining to the Amcast Industrial Corporation 401(k)
Salary Deferral Plan of our report dated February 21, 1994, with respect to the
financial statements and schedules of Amcast Industrial Corporation 401(k)
Salary Deferral Plan included in this Annual Report (Form 11-K) for the year
ended August 31, 1993.
[Ernst & Young facsimile]
February 21, 1994
<PAGE> 1
Exhibit 28.1
Financial Statements
and Supplemental Schedules
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Years ended August 31, 1993 and 1992
with Report of Independent Auditors
<PAGE> 2
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Financial Statements
and Supplemental Schedules
Years ended August 31, 1993 and 1992
<TABLE>
TABLE OF CONTENTS
<S> <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits . . . . . . . . 2
Statements of Changes in Net Assets Available for Plan Benefits . . . 3
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 4
Supplemental Schedules
Assets Held for Investment . . . . . . . . . . . . . . . . . . . . . 8
Transactions or Series of Transactions in Excess of 5%
of the Current Value of Plan Assets . . . . . . . . . . . . . . . 9
</TABLE>
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[Ernst & Young Leterhead]
Report of Independent Auditors
Amcast Industrial Corporation
401(k) Salary Deferral Plan
We were engaged to audit the accompanying financial statements and schedules of
the Amcast Industrial Corporation 401(k) Salary Deferral Plan as of August 31,
1993 and 1992 and for the years then ended, as listed in the table of contents.
These financial statements and schedules are the responsibility of the Plan's
management.
As permitted by CFR 29 Section 2520.103-8 of the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, the plan administrator instructed us not perform,
and we did not perform, any auditing procedures with respect to the investment
information summarized in Note 4, which was certified by The Boston Safe
Deposit and Trust Company, the trustee of the Plan, except for comparing such
information with the related information included in the financial statements
and supplemental schedules. We have been informed by the plan administrator
that the trustee holds the Plan's investment assets and executes investment
transactions. The plan administrator has obtained a certification from the
trustee as of and for the years ended August 31, 1993 and 1992 that the
information provided to the plan administrator by the trustee is complete and
accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the investment information certified by the trustee, have been
audited by us in accordance with generally accepted auditing standards and, in
our opinion, are presented in compliance with the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
[Ernst & Young Facsimile]
February 21, 1994
1
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<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statements of Net Assets Available for Plan Benefits
AUGUST 31
1993 1992
----------------------------
<S> <C> <C>
ASSETS
Employer contributions receivable $ 123,720 $ 127,755
Employee contributions receivable 148,375 134,439
Accrued interest and dividend income 14,380 36,972
Equity mutual fund 5,257,092 3,730,509
Interest-bearing cash 53,578 51,078
Unallocated insurance contracts (Note 3) 4,817,676 8,380,582
Common trust fund 4,769,862 -
Amcast Industrial Corporation common stock 2,160,835 1,460,256
Pooled separate accounts - 428,887
Loans to participants 451,263 400,141
Other investments 21,383 20,653
----------------------------
Total assets 17,818,164 14,771,272
LIABILITIES
Payable for purchased securities 33,377 32,766
----------------------------
Total liabilities 33,377 32,766
----------------------------
Net assets available for plan benefits $17,784,787 $14,738,506
============================
<FN>
See accompanying notes.
</TABLE>
2
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<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statements of Changes in Net Assets Available for Plan Benefits
YEAR ENDED AUGUST 31
1993 1992
-----------------------------
<S> <C> <C>
ADDITIONS
Interest and dividend income $ 982,101 $ 1,051,574
Employee contributions 2,234,549 2,245,995
Employer contributions 317,505 360,801
-----------------------------
3,534,155 3,658,370
DEDUCTIONS
Administrative expenses 21,136 17,715
Direct rollover transfers 229,990 -
Benefit payments 970,842 1,953,696
-----------------------------
1,221,968 1,971,411
-----------------------------
2,312,187 1,686,959
Net realized and unrealized appreciation on securities 734,094 481,537
-----------------------------
Net additions 3,046,281 2,168,496
Net assets available for plan benefits at beginning of year 14,738,506 12,570,010
-----------------------------
Net assets available for plan benefits at end of year $17,784,787 $14,738,506
=============================
<FN>
See accompanying notes.
</TABLE>
3
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements
August 31, 1993
1. SIGNIFICANT ACCOUNTING POLICIES
The Plan's financial statements are prepared on the accrual basis of
accounting.
Marketable securities are stated at aggregate current value.
The fair value of Amcast Industrial Corporation common stock and the
participation units owed by the Plan in the equity mutual fund are based on
quoted redemption value on the last business day of the plan year.
The unallocated insurance contracts are valued at contract value as estimated
by John Hancock Mutual Life Insurance Company (the insurance company). Contract
value represents contributions made under the contract, plus interest at the
contract rate, less funds used to pay retirement benefits and to pay for the
insurance company's administrative expenses.
The difference between the current value and the cost of investments (including
investments bought and sold, as well as held during the year) is reflected in
the statement of plan income, expense, and changes in net assets as net
realized and unrealized appreciation on securities.
2. DESCRIPTION OF THE PLAN
The Amcast Industrial Corporation 401(k) Salary Deferral Plan is a
contributory, defined contribution plan which covers substantially all
employees of the Company who are compensated on a salary basis.
Participants are 50% vested after one year of service with the Company, 75%
vested after two years of service, and fully vested after three years of
service. Vested benefits are paid by several optional methods upon retirement,
death, or termination.
The Company has the right under the Plan to discontinue such contributions at
any time and terminate the Plan. In the event of a termination of the Plan, all
accounts will be considered 100% vested and the assets of the Plan will be set
aside, in full, to be distributed as each participant elects.
4
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Plan allows for employee-deferred compensation contributions (participants
can contribute from 1% to 15% of their annual compensation) and allows for
transfers by participants from any other plan meeting the requirements of
Internal Revenue Code (IRC) Section 401(a). Under the Plan, a participant may
have up to three accounts, depending on the source of the funds contributed or
transferred. The Company makes matching contributions equal to 15% of the
employee's deferred compensation contribution, up to a maximum of 6% of the
participant's total compensation for the Plan year. Additionally, Amcast will
make supplemental matching contributions to the Plan provided a minimum return
on net worth of 10.1% is obtained. The amount of the supplemental matching
contributions increases based upon the level of return; however, the amount
shall not exceed 35% of the participants' salary deferral contributions.
Under the Plan, participants may borrow up to 50% of their vested balance not
to exceed $50,000. The loan term is not to exceed 5 years unless the loan is
for the purchase of a principal residence, in which case the term may be as
long as 30 years. Interest rates are equal to the rate of interest being
charged on similar types of loans made by a lending institution. The Plan also
provides for the 15% matching contribution by the Company. These matching
contributions are made in common stock of the Company.
Primarily all expenses of the Plan, except investment advisor fees, are paid by
the Company. Information about the Plan agreement, including the vesting and
benefit provisions, is available from the Pension Administration Committee of
the Company.
3. UNALLOCATED INSURANCE CONTRACT
The unallocated insurance contracts are two Term Accumulation Guarantee (TAG)
Contracts with the insurance company. The contracts were effective September 1,
1988 and 1990 and guarantee annual rates of return of 9.95% and 9.25%,
respectively.
5
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
<TABLE>
4. PLAN INVESTMENT FUNDS
Plan participants may contribute to three funds--stable value fund (includes
unallocated insurance contracts), mutual funds, and Amcast Industrial
Corporation common stock. All employer contributions to the Plan are invested
in Amcast Industrial Corporation common stock. Loan balances and receivables
are not allocated to specific funds. The activity for each of the funds for the
years ended August 31, 1993 and 1992, respectively, is summarized as follows:
<CAPTION>
STABLE
AMCAST VALUE MUTUAL
STOCK FUND FUNDS OTHER TOTAL
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at September 1,
1991 $1,040,119 $8,529,670 $ - $ 3,000,221 $12,570,010
ADDITIONS
Employee contributions 244,208 1,117,998 749,350 134,439 2,245,995
Employer contributions 233,046 - - 127,755 360,801
Investment income 53,270 821,646 155,973 20,685 1,051,574
Realized and unrealized
gains 253,816 - 227,721 - 481,537
DEDUCTIONS
Withdrawals (346,259) (1,344,660) (262,777) - (1,953,696)
Other - - - (17,715) (17,715)
Transfers among funds (17,944) (315,185) 2,860,242 (2,527,113) -
-------------------------------------------------------------------------
Balance at August 31, 1992 1,460,256 8,809,469 3,730,509 738,272 14,738,506
ADDITIONS
Employee contributions 195,255 1,069,792 922,713 46,789 2,234,549
Employer contributions 317,505 - - - 317,505
Investment income 50,368 728,109 165,065 38,559 982,101
Realized and unrealized
gains 315,322 109 417,885 778 734,094
DEDUCTIONS
Withdrawals (108,549) (784,269) (298,976) (30,174) (1,221,968)
Transfers among funds (69,322) (183,887) 319,896 (66,687) -
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Balance at August 31, 1993 $2,160,835 $ 9,639,323 $5,257,092 $727,537 $17,784,787
=========================================================================
</TABLE>
6
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended August 31, 1993 and 1992, the Plan had no transactions
with parties-in-interest.
<TABLE>
6. INVESTMENTS
The following table presents investments that represented 5% or more of the
fair value of net assets available for benefits for the year ended August 31:
<CAPTION>
1993 1992
------------------------
<S> <C> <C>
Equity Mutual Fund:
T. Rowe Price Capital Appreciation Fund $1,377,030 $1,028,553
T. Rowe Price Equity Income Fund 2,483,291 1,410,804
T. Rowe Price New Income Fund 832,186 782,973
Amcast Industrial Corporation common stock 2,160,835 1,460,256
Unallocated insurance contracts 4,817,676 8,380,582
T. Rowe Price Stable Value Common Trust Fund 4,769,862 428,887
</TABLE>
The Boston Safe Deposit and Trust Company maintains all of the above
investments.
7. INCOME TAX STATUS
The Internal Revenue Service (IRS) has ruled that the Plan qualifies under
Section 401(a) of the IRC and, therefore, the underlying trust is not subject
to income tax under present tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The Pension
Administration Committee is not aware of any course of action or series of
events that have occurred that might adversely affect the Plan's qualified
status.
7
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Supplemental Schedules
<PAGE> 11
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Assets Held for Investment
August 31, 1993
CURRENT
DESCRIPTION OF INVESTMENT COST VALUE
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C>
EQUITY MUTUAL FUND
T. Rowe Price Capital Appreciation Fund $ 1,273,590 $ 1,377,030
T. Rowe Price Equity Income Fund 2,225,887 2,483,291
T. Rowe Price Equity Index Fund 498,293 564,585
T. Rowe Price New Income Fund 786,213 832,186
-------------------------------
4,783,983 5,257,092
Interest-bearing cash 53,578 53,578
Unallocated insurance contracts 4,817,676 4,817,676
Amcast Industrial Corporation common stock 1,602,148 2,160,835
T. Rowe Price Stable Value Common Trust Fund 4,769,862 4,769,862
-------------------------------
$16,027,247 $17,059,043
===============================
</TABLE>
8
<PAGE> 12
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets
Year ended August 31, 1993
FACE CURRENT VALUE
VALUE/ OF ASSET AT NET
NUMBER OF PURCHASE SELLING COST OF DATE OF REALIZED
DESCRIPTION OF ASSETS SHARES PRICE PRICE ASSET TRANSACTION GAIN
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CATEGORY (I)--SINGLE TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
T. Rowe Price Stable Value Common Trust Fund 1,429,288 $1,429,288 $ - $1,429,288 $1,429,288 $ -
T. Rowe Price Stable Value Common Trust Fund 2,932,542 2,932,542 - 2,932,542 2,932,542 -
TBC, Inc. Pooled Employee Funds Daily
Liquidity Fund 1,429,288 1,429,288 - 1,429,288 1,429,288 -
TBC, Inc. Pooled Employee Funds Daily
Liquidity Fund 1,429,288 - 1,429,288 1,429,288 1,429,288 -
John Hancock GAC #5185, 9.460%, 8/31/1995 1,198,461 - 1,198,461 1,198,461 1,198,461 -
John Hancock GAC 5626, 1F Variable Rate,
8/31/1992
1,198,461 1,198,461 - 1,198,461 1,198,461 -
John Hancock GAC 5626, 1F Variable Rate,
8/31/1993
1,429,288 - 1,429,288 1,429,288 1,429,288 -
<FN>
There were no category (ii) or (iv) transactions during the year.
</TABLE>
9
<PAGE> 13
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Transactions or Series of Transactions in Excess of 5% of the Current Value of Plan Assets (continued)
Year ended August 31, 1993
FACE CURRENT VALUE
VALUE/ OF ASSET AT NET
NUMBER OF NUMBER OF PURCHASE SELLING COST OF DATE OF REALIZED
DESCRIPTION OF ASSETS SHARES TRANSACTIONS PRICE PRICE ASSET TRANSACTION GAIN
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
Amcast Industrial Corporation 35,765 27 $ 625,446 $ - $ - $ 625,446 $ -
Amcast Industrial Corporation 9,730 14 - 175,563 130,955 175,563 44,608
T. Rowe Price Equity Income Fund 63,283 34 972,874 - - 972,874 -
T. Rowe Price Equity Income Fund 7,726 23 - 122,794 114,534 122,794 8,260
T. Rowe Price Stable Value Common Trust Fund 4,883,816 15 4,883,816 - - 4,883,816 -
T. Rowe Price Stable Value Common Trust Fund 113,954 6 - 113,954 113,954 113,954 -
TBC, Inc. Pooled Employee Funds Daily
Liquidity Fund 4,902,307 156 4,902,307 - - 4,902,307 -
TBC, Inc. Pooled Employee Funds Daily
Liquidity Fund 4,901,607 118 - 4,901,607 4,901,607 4,901,607 -
John Hancock GAC #5185, 9.460%, 8/31/1995 221 1 221 - - 221 -
John Hancock GAC #5185, 9.460%, 8/31/1995 1,198,461 1 - 1,198,461 1,198,461 1,198,461 -
John Hancock GAC 5626, 1F Variable Rate,
8/31/1993 2,134,062 26 2,134,062 - - 2,134,062 -
John Hancock GAC 5626, 1F Variable Rate,
8/31/1993 2,562,949 40 - 2,562,949 2,562,949 2,562,949 -
<FN>
There were no category (ii) or (iv) transactions during the year.
</TABLE>
10
