<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AMCAST INDUSTRIAL CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
AMCAST INDUSTRIAL CORPORATION
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________
2) Aggregate number of securities to which transactions applies:
___________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11:
___________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________
[ ] Check box if any of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<PAGE> 2
AMCAST
INDUSTRIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 14, 1994
To the Shareholders of Amcast Industrial Corporation:
The Annual Meeting of Shareholders of Amcast Industrial Corporation will be
held at the Company's Corporate Center, Washington Park I, 7887 Washington
Village Drive, Dayton, Ohio, 45459, on Wednesday, December 14, 1994, at 10
a.m., E.S.T., for the purpose of considering and voting upon:
1. Election of three Directors to serve for a term of three years;
2. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1995;
and
3. Transaction of such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business
on October 14, 1994, as the record date for determination of shareholders
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. FOR THAT
REASON WE ASK THAT YOU PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED. GIVING THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
By Order of the Board of Directors
Denis G. Daly, Secretary
Washington Park I
7887 Washington Village Drive
Dayton, Ohio 45459
November 10, 1994
<PAGE> 3
AMCAST
INDUSTRIAL CORPORATION
PROXY STATEMENT FOR 1994 ANNUAL MEETING
GENERAL INFORMATION
This proxy statement is furnished to shareholders of Amcast Industrial
Corporation, an Ohio corporation (hereinafter the "Company"), in connection
with the solicitation by its Board of Directors of proxies to be used at the
Annual Meeting of Shareholders to be held on December 14, 1994, and any
adjournment thereof. The Company has one class of shares outstanding, namely
Common Shares, of which there were 8,459,396 outstanding at the close of
business on October 14, 1994. The close of business on October 14, 1994, has
been fixed as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting, and each such shareholder is
entitled to one vote per share.
All Common Shares represented by properly executed proxies received by the
Board of Directors pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the proxy. If no directions
have been specified by marking the appropriate squares on the accompanying
proxy card, the shares will be voted in accordance with the Board of Directors'
recommendations. A shareholder signing and returning the accompanying proxy
has the power to revoke it at any time prior to its exercise by voting in
person at the meeting, by delivering to the Company a later dated proxy, or by
giving notice to the Secretary of the Company in writing or in open meeting but
without affecting any vote previously taken.
The presence, in person or by properly executed proxy, of the holders of a
majority of the Company's outstanding shares is necessary to constitute a
quorum at the Annual Meeting. Shares represented by proxies received by the
Company will be counted as present at the Annual Meeting for the purpose of
determining the existence of a quorum, regardless of how or whether such shares
are voted on a specific proposal. Abstentions will be treated as votes cast on
a particular matter as well as shares present at the Annual Meeting. Where
nominee shareholders do not vote on specific issues because they did not
receive specific instructions on such issues from the beneficial owners of such
shares ("Broker Nonvotes"), such Broker Nonvotes will not be treated as either
votes cast or shares present.
This proxy statement and the accompanying form of proxy were first mailed
to shareholders on or about November 10, 1994.
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes. Each class
is comprised of three Directors, and one class is elected at each Annual
Meeting of Shareholders for a term of three years.
At the 1994 Annual Meeting, shareholders will elect three Directors who
will hold office until the Annual Meeting of Shareholders in 1997. The Board
has nominated Ivan W. Gorr, Peter H. Forster, and Leo W. Ladehoff for election
as Directors at the 1994 Annual Meeting.
It is the intention of the proxy agents named in the accompanying proxy to
vote such proxy for election of Messrs. Gorr, Forster and Ladehoff. Should any
of them be unable to accept the office of Director, an eventuality that is not
anticipated, proxies may be voted with discretionary authority for a substitute
nominee or nominees designated by the Board of Directors.
Set forth below is information about the three nominees for election as a
Director and the Directors whose terms of office will continue after the 1994
Annual Meeting. Messrs. Gorr, Forster and Ladehoff are presently Directors and
are nominated to succeed themselves.
Nominees for a Term of Office Expiring in 1997
IVAN W. GORR, age 65, has been a Director of the Company since February
1990. Mr. Gorr has been Chairman and Chief Executive Officer of Cooper Tire &
Rubber Company (a manufacturer of tire and rubber products) since 1989. Mr.
Gorr is a Director of Cooper Tire & Rubber Company, OHM Corporation, Fifth
Third Bancorp and Arvin Industries, Inc.
PETER H. FORSTER, age 52, has been a Director of the Company since May 1988.
Mr. Forster has been Chairman since April 1988 and President and Chief
Executive Officer since April 1986 of DPL Inc. (a holding company whose
principal subsidiary is The Dayton Power and Light Company). Mr. Forster has
been Chairman of The Dayton Power and Light Company since April 1988 and served
as its President and Chief Executive Officer prior thereto. Mr. Forster is
also a Director of DPL Inc., Bank One, Dayton, NA and Comair Holdings, Inc.
LEO W. LADEHOFF, age 62, has been a Director of the Company since 1978,
Chairman of the Board of the Company since December 1980 and Chief Executive
Officer since May 1979. Mr. Ladehoff was also President of the Company from
December 1978 until November 1986, and from September 1990 to December 1993.
Mr. Ladehoff is also a Director of Society National Bank and Hobart Brothers
Company.
Directors Continuing in Office Until 1996
JAMES K. BAKER, age 62, has been a Director of the Company since December 1993.
Mr. Baker has been Chairman of Arvin Industries, Inc. (a leading manufacturer
of automotive emission and ride control systems) since 1986, and from 1986 to
1993 Chairman and Chief Executive Officer. Mr. Baker is also a Director of
Arvin Industries, Inc., NBD Corporation, PSI Resources, Inc., Tokheim
Corporation, The Geon Company, and Space Industries International.
GENERAL EARL T. O'LOUGHLIN, USAF (Retired), age 64, has been a Director of the
Company since December 1987. General O'Loughlin was the Commander of the
United States Air Force Logistics Command at Wright-Patterson AFB, Ohio, from
September 1984 until August 1987. General O'Loughlin is also a Director of
KRUG International Corp., Fleet Aerospace, Inc., Aeronca Corp., Price Brothers
Company and Huron Community Bank.
-2-
<PAGE> 5
R. WILLIAM VAN SANT, age 56, has been a Director of the Company since October
1993. Since December 1991, Mr. Van Sant has been Chairman and Chief Executive
Officer of Lukens, Inc. (a producer of specialty steel carbon, alloy and
stainless steel products) and from October 1991 to December 1991, he was
President and Chief Operating Officer. Mr. Van Sant is also a Director of
Lukens, Inc. From 1987 to 1991, Mr. Van Sant was employed by Blount, Inc.
where he last held the position of President and Chief Executive Officer.
Directors Continuing in Office Until 1995
WALTER E. BLANKLEY, age 59, has been a Director of the Company since February
1994. Mr. Blankley has been Chairman and Chief Executive Officer of Ametek,
Inc. (manufacturer of electronic motors and components, automotive electronic
instruments and engineered plastic compounds) since April 1993. Mr. Blankley
also served as President and Chief Executive Officer of Ametek, Inc. from April
1990 to April 1993, and from April 1982 to April 1990 as Senior Vice President.
Mr. Blankley is a Director of Ametek, Inc. and CDI Corporation.
WILLIAM G. ROTH (Retired), age 56, has been a Director of the Company since
December 1989. Mr. Roth was Chairman of Dravo Corporation (a natural resource
company producing lime and construction aggregates) from June 1987 to April
1994, and from June 1987 to January 1990 Chairman and Chief Executive Officer.
From May 1985 until February 1987, Mr. Roth was President and Chief Operating
Officer of American Standard, Inc. Mr. Roth is a Director of Dravo Corporation
and Teknowledge Corporation.
JOHN H. SHUEY, age 48, has been President and Chief Operating Officer of the
Company since December 1993 and a Director since March 1994. Mr. Shuey was
Executive Vice President of the Company 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).
Certain Information Concerning the Board of Directors
There were six meetings of the Board of Directors during fiscal 1994. The
Board of Directors has four standing committees (the number of meetings of each
committee in fiscal 1994 is shown in parentheses): Executive Committee (0),
Audit Committee (2), Compensation Committee (3), and Pension Review Committee
(1).
The Executive Committee (Messrs. Ladehoff (Chairman), Baker, Forster, and
Roth) is authorized, in intervals between meetings of the Board of Directors,
to exercise all the powers of the Board with the exception of filling vacancies
on the Board or any Board committee. The committee also reviews and makes
recommendations to the Board concerning the performance, development and
succession of executive personnel, and the composition, organization and
operation of the Board of Directors. The nonemployee Directors of the
Executive Committee act as a nominating committee for Directors and will
consider candidates recommended for nomination by shareholders. If a
shareholder desires to recommend to this committee a person to consider for
nomination, the shareholder should give written notice to the Secretary of the
Company, at the Company's principal executive office, Washington Park I, 7887
Washington Village Drive, Dayton, Ohio, 45459, at least 120 days before the
date of the meeting of shareholders at which Directors are to be elected. Such
notice should state the name, age, business and residence address of the
proposed candidate, and the principal occupation or employment of the proposed
candidate.
-3-
<PAGE> 6
The Audit Committee (Messrs. Gorr (Chairman), Baker, and O'Loughlin) meets
with Company personnel and with representatives of Ernst & Young LLP, the
Company's independent auditors, to consider and review internal accounting
controls and matters relating to the annual audit of the Company's financial
statements. The committee also monitors compliance with the Company's
conflicts of interests and business ethics policy and annually recommends to
the Board the appointment of independent auditors.
The Compensation Committee (Messrs. Roth (Chairman), Forster and Van Sant)
reviews the Company's compensation plans for officers and key employees and
acts in an advisory capacity to the Board of Directors in all matters relating
to compensation of officers.
The Pension Review Committee (Messrs. Forster (Chairman), Blankley,
O'Loughlin, and Shuey) reviews the administration of retirement plans,
investment manager and trustee performance, and the results of independent
audits of plan financial statements.
During fiscal 1994, each Director attended 75 percent or more of the total
number of meetings of the Board of Directors and the committees on which he
served.
Each nonemployee Director receives a monthly fee of $1,000 for services as
a Director and $500 for each meeting of the Board of Directors that he attends.
A fee of $500 ($600 for committee chairman) is paid for each committee meeting
attended. A Director may elect to defer receipt of fees payable to him and may
specify whether the deferred amounts are to be in the form of cash or share
equivalents. Interest or dividend equivalents are paid by the Company on
amounts that are deferred. Payment of deferred amounts commences after the
Director ceases to be a Director or on an earlier date specified by him.
The Company's 1989 Director Stock Option Plan, approved by shareholders in
December 1988, provides that options to purchase up to a maximum of 120,000
shares may be granted to Directors who are not employed by the Company. Under
the plan, each nonemployee Director, who is a Director of the Company on the
first business day of January of each year, is automatically granted an option
to purchase 1,500 shares at an option price per share equal to the fair market
value of a share on the date of grant. Options become exercisable one year
after grant.
Section 16(a) of the Securities Exchange Act of 1934 requires directors and
executive officers of the Company and owners of more than 10 percent of the
Company's common shares to file an initial ownership report with the Securities
and Exchange Commission and a monthly or annual report listing any subsequent
change in their ownership of common shares. The Company believes, based on
information provided to the Company by the persons required to file such
reports, that all filing requirements applicable to such persons during the
period from September 1, 1993 through August 31, 1994 have been met except that
Mr. Baker's and Mr. Van Sant's initial statement of beneficial ownership of
securities were filed, respectively, 19 and 11 days late through inadvertence
on the part of the Company.
-4-
<PAGE> 7
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Set forth in the table below is information as of October 14, 1994, with
respect to the number of Common Shares of the Company beneficially owned by
each Director, nominee for Director and certain executive officers of the
Company and by all Directors, nominees and executive officers as a group. For
purposes of this table, an individual is considered to "beneficially own" any
Common Shares (A) over which he exercises sole or shared voting or investment
power or (B) over which he has the right to acquire beneficial ownership at any
time within 60 days after October 14, 1994.
<TABLE>
<CAPTION>
(A) (B)
NUMBER OF SHARES, OPTION SHARES WHICH
INCLUDING OPTION SHARES MAY BE ACQUIRED
SHOWN IN COLUMN (B), BENEFICIALLY WITHIN 60 DAYS OF
INDIVIDUALS OR GROUP OWNED AS OF 10/14/94 (1) (2) 10/14/94
--------------------------------- ----------------------------------- ---------------------
<S> <C> <C>
James K. Baker 800 0
Dennis A. Bertram 23,270 17,691
Walter E. Blankley 500 0
David L. Ewing 17,256 16,799
Peter H. Forster 8,500 6,000
Ivan W. Gorr 5,000 4,500
Leo W. Ladehoff 202,499 119,933
Earl T. O'Loughlin 4,000 0
William G. Roth 14,000 6,000
John H. Shuey 48,327 44,083
Yeshwant P. Telang 17,214 8,861
R. William Van Sant 500 0
Directors, nominees, and
executive officers as a
group (18 persons) 384,838 249,047
--------------------------------------------------------------------------------------------------
<FN>
__________________________________
(1) Unless otherwise indicated, voting power and investment power are exercised solely by the named individual or are shared by
such individual and his immediate family members.
(2) Mr. Ladehoff beneficially owns 2.4% of the outstanding Common Shares. No other Director or officer owns in excess of .57%
of the Common Shares. Directors, the nominees and executive officers as a group own 4.5% of the Common Shares. Percentages
are calculated on the basis of the number of shares outstanding at October 14, 1994, plus the number of shares subject to
outstanding options held by the individual or group which are exercisable within 60 days thereafter.
</TABLE>
-5-
<PAGE> 8
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
PHILOSOPHY. The Company's executive compensation program is based on two
objectives: provide market-competitive compensation opportunities and create a
strong link among the interests of the shareholders, the Company's financial
performance, and the total compensation of the Company's executive officers.
The Compensation Committee of the Board of Directors (the "Committee")
consists of three Board members, none of whom is a past or present employee of
the Company. The Committee meets periodically and reviews executive
compensation and makes recommendations to the full Board.
There are three components to the Company's executive compensation program:
annual salary, annual incentive compensation and longer-term incentive
compensation. Base salary and all forms of incentive compensation
opportunities are set by periodic comparison to external rates of pay for
comparable positions within the industry.
SALARIES. Base salaries are targeted at the midpoint of competitive data as
measured by Wyatt Executive Compensation Services and other similar services.
Individual variability is based on performance as determined through annual
performance reviews using the following factors: ability to plan, organize,
direct, control, solve problems, communicate, work with others, work commitment
and experience. Adjustments are considered periodically, based upon general
movement in external salary levels, individual performance and potential, and
changes in the position's duties and responsibilities. Mr. Ladehoff has been
Chief Executive Officer for 15 years and his salary during fiscal 1994 falls
within the range of competitive practice for Chief Executive Officers of
similar businesses. For other Named Executive Officers, the Company paid at
or near the midpoint during fiscal 1994.
ANNUAL INCENTIVES. Annual incentives for Named Executive Officers (other than
Mr. Ladehoff) are targeted at industrial comparative norms, but paid on the
basis of pre-set percentages of Return on Equity (ROE) for the Company
established by the Board, as applied to corporate officers, and Return On Net
Assets (RONA) of the business units involved, as applied to officers of
divisions or subsidiaries also established by the Board. Performance by the
Company or a specific division or subsidiary at below pre-set levels results in
the elimination of annual incentive awards for the responsible officers. Mr.
Ladehoff's 1994 annual incentive payment of $275,000 was established
specifically by the Board, based on the Board's evaluation of Company
performance for fiscal year 1994. The major factors considered in evaluating
Company performance in regard to Mr. Ladehoff's 1994 annual incentive payment
were the Company's earnings compared to the prior year and the 1994 plan,
progress in implementing corporate strategy, and performance of the common
share price for the year. Each of these factors received approximately equal
weight.
The Company's earnings exceeded those of the immediate prior year and the
1994 plan, the common share price performed very well in relation to its peer
group and progress in the implementation of corporate strategy has been
excellent. In the judgment of the committee, performance in relation to all of
the listed factors has exceeded expectations.
LONG-TERM INCENTIVES. Longer-term incentives are provided under the Long-Term
Incentive Plan ("LTIP"). The LTIP provides for grants of two types, stock
options and cash.
Stock option grants are awarded to the Named Executive Officers, including
Mr. Ladehoff, under the LTIP. The grant of stock options to senior executives
provides additional compensation and more strongly aligns their interest with
those of the shareholders. Stock option grants are of a number of shares which
could be purchased at market value on the day of the grant for a sum equal to
the percentage of the Named
-6-
<PAGE> 9
Executive Officer's salary as designated under the LTIP. Neither Mr. Ladehoff
nor any of the Named Executive Officers will realize from the options a benefit
unless and until the market price of the Company's Common Shares increases.
Target cash awards, used to purchase common shares, are awarded to Named
Executive Officers, including Mr. Ladehoff, based on a percentage of each
participant's salary as determined by the Board at the time of the grant.
Payouts, if they occur, are based on the achievement by the Company of
percentages of ROE averaged over a three-year period, established by the Board
at the time of the grant. Participants first become eligible for payments
three years after the date of grant. No grant has been outstanding for three
years as of the end of fiscal year 1994, and therefore no payouts have occurred
under this plan.
The Committee believes that the above compensation plans compensate
executives appropriately and competitively.
Respectfully submitted,
COMPENSATION COMMITTEE
William G. Roth, Chairman
Peter H. Forster
R. William Van Sant
-7-
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table presents, for fiscal years ended August 31, 1994, 1993
and 1992, the compensation earned by the five most highly compensated executive
officers of the Company (the "Named Executive Officers") for services in all
capacities to the Company and its subsidiaries during such years.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------
Awards Payouts
--------- ---------
Annual Compensation Shares
------------------- Underlying
Name and Options LTIP All Other
Principal Position Year Salary Bonus Granted (1) Payouts Compensation (2)
- - - - - --------------------------- -------- ---------- ---------- ---------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
LEO W. LADEHOFF 1994 $415,000 $275,000 18,813 $0 $1,974
CHAIRMAN & CHIEF 1993 $415,000 $250,000 28,620 $0 $1,340
EXECUTIVE OFFICER 1992 $411,550 $0 32,500 $0 $2,005
JOHN H. SHUEY 1994 $224,461 $117,417 7,579 $0 $1,960
PRESIDENT & CHIEF 1993 $186,875 $80,068 9,566 $0 $1,309
OPERATING OFFICER 1992 $178,763 $49,280 10,938 $0 $1,864
DAVID L. EWING 1994 $148,799 $69,432 5,520 $0 $1,273
PRESIDENT 1993 $133,000 $65,910 5,379 $0 $ 840
AMCAST FLOW CONTROL 1992 $129,056 $41,152 5,900 $0 $1,224
DENNIS A. BERTRAM 1994 $136,442 $47,088 5,403 $0 $2,018
PRESIDENT/GENERAL 1993 $125,833 $20,000 6,462 $0 $1,309
MANAGER
AMCAST AUTOMOTIVE 1992 $109,494 $48,000 5,000 $0 $ 997
YESHWANT P. TELANG 1994 $116,769 $41,833 2,411 $0 $1,222
SENIOR VICE PRESIDENT 1993 $113,000 $34,951 3,117 $0 $ 787
TECHNOLOGY/COMPETITIVE 1992 $105,996 $23,820 3,333 $0 $1,460
MANUFACTURING
- - - - - ---------------------------------------------------------------------------------------------------------------
<FN>
(1) Number of shares subject to options granted under the terms of the Long-Term Incentive Plan for the period presented.
(2) Reflects dollar value of Company contributions of common shares to officer accounts in defined contribution plans which are
available to all salaried employees of the Company.
</TABLE>
-8-
<PAGE> 11
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
The following table contains information concerning the grant of stock
options under the Company's 1989 Stock Incentive Plan to the Named Executive
Officers during fiscal 1994.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1994
INDIVIDUAL GRANTS
- - - - - -------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER % OF RATES OF STOCK PRICE
OF TOTAL APPRECIATION FOR
SHARES OPTIONS OPTION TERM (1)
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR EXPIRATION
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
- - - - - ------------------- ------------ --------------- --------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Leo W. Ladehoff 18,813 19% $18.75 08/31/97 $76,018 $163,708
John H. Shuey 7,579 $18.75 08/31/97 $31,374 $67,566
10,000 18% $20.43 12/09/98 $56,408 $124,873
David L. Ewing 5,520 6% $18.75 08/31/97 $22,380 $48,196
Dennis A. Bertram 5,403 6% $18.75 08/31/97 $21,906 $47,174
Yeshwant P. Telang 2,411 $18.75 08/31/97 $ 9,775 $21,051
2,000 5% $20.87 08/16/99 $11,523 $25,509
- - - - - ---------------------------------------------------------------------------------------------------------------------
<FN>
(1) The dollar amounts in these columns are the hypothetical gains that
would exist for the options at the end of their five-year terms,
assuming annual compound rates of stock appreciation of 5% and 10%.
Such appreciation rates are prescribed by the Securities and Exchange
Commission and are not intended to forecast possible appreciation, if
any, of the Company's share price.
</TABLE>
-9-
<PAGE> 12
OPTION EXERCISES AND HOLDINGS
The following table sets forth information, with respect to the Named
Executive Officers, concerning their exercise of options during the Company's
fiscal year ended August 31, 1994, and the unexercised options held by such
executives as of August 31, 1994.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FISCAL YEAR-END OPTION VALUE TABLE
<CAPTION>
NUMBER OF SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END (1)
SHARES
ACQUIRED VALUE EXERCISABLE (E) EXERCISABLE (E)
NAME ON EXERCISE REALIZED UNEXERCISABLE (U) UNEXERCISABLE (U)
- - - - - ------------------------------- ----------- --------- ----------------- -------------------
<S> <C> <C> <C> <C>
Leo W. Ladehoff . . . . . . . . 22,000 $226,312 101,120 (E) $972,630 (E)
18,813 (U) $48,208 (U)
John H. Shuey . . . . . . . . . 4,000 $50,750 26,504 (E) $244,278 (E)
17,579 (U) $28,171 (U)
David L. Ewing . . . . . . . . 0 $0 11,279 (E) $91,588 (E)
5,520 (U) $14,145 (U)
Dennis A. Bertram . . . . . . . 3,000 $31,462 12,288 (E) $99,619 (E)
5,403 (U) $13,845 (U)
Yeshwant P. Telang . . . . . . 0 $0 6,450 (E) $52,273 (E)
4,411 (U) $7,053 (U)
- - - - - -------------------------------------------------------------------------------------------------------------
<FN>
(1) Based upon the excess, where applicable, of the market value of $21.31 per share (the average of the high and low sale
price on August 31, 1994) over the applicable exercise prices.
</TABLE>
-10-
<PAGE> 13
LONG-TERM INCENTIVE PLAN
The following table sets forth certain information as to awards under the
Company's Long-Term Incentive Plan ("LTIP") granted in fiscal 1994.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN - AWARDS IN FISCAL 1994
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER UNDER NON-STOCK PRICE-BASED PLANS (2)
PERIOD
PERCENTAGE OF UNTIL MATURATION
NAME SALARY (1) OR PAYOUT THRESHOLD TARGET MAXIMUM
- - - - - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Leo W. Ladehoff . . . . . 85% (2) $88,187 $352,750 $529,125
John H. Shuey . . . . . . 75% (2) $35,531 $142,125 $213,187
David L. Ewing . . . . . 75% (2) $25,875 $103,500 $155,250
Dennis A. Bertram . . . . 75% (2) $25,312 $101,250 $151,875
Yeshwant P. Telang . . . 40% (2) $11,300 $45,200 $67,800
- - - - - -----------------------------------------------------------------------------------------------------------------
<FN>
(1) Awards consist of the designation of target percentages of annual salary
at the end of the performance period to be paid if the Company achieves
certain performance objectives. No payout occurs unless the Company
achieves certain threshold performance objectives. Above the threshold,
payouts may be greater or less than the target percentage to the extent
that the Company's performance exceeds or fails to meet the target
objectives specified in the plan. Payouts under the LTIP are based on
the Company achieving designated percentages of Return on Equity (ROE).
(2) The performance period includes fiscal years 1994, 1995 and 1996. The
estimated future payouts were calculated using 1993 salaries.
</TABLE>
-11-
<PAGE> 14
RETIREMENT PLANS
The Company has a noncontributory, defined benefit pension plan for
officers and other salaried employees of the Company and its subsidiaries,
which is a qualified plan under applicable provisions of the Internal Revenue
Code (the "Pension Plan"). Retirement benefits under the Pension Plan are
calculated on the basis of the number of credited years of service the employee
has with the Company, as well as the employee's average annual earnings for the
three highest consecutive years during the employee's last ten years of
employment. The maximum annual retirement benefit that may be paid under the
Pension Plan to any participant under the present law is $118,800.
The Company also has a Nonqualified Supplementary Benefit Plan (the
"Supplemental Plan") which provides supplemental retirement benefits for Leo W.
Ladehoff and other key employees as they obtain eligibility under the criteria
established by the Board for participation in the Supplemental Plan. The
supplemental retirement benefit is provided under terms and conditions similar
to those under the Pension Plan and is equal to the excess of (a) the benefit
that would have been payable to the employee under the Pension Plan without
regard to certain annual retirement income and benefit limitations imposed by
federal law over (b) the benefit payable to the employee under the Pension
Plan.
Earnings for the purpose of calculating retirement benefits include
salary and bonuses as shown in the Summary Compensation Table. The credited
years of service at October 14, 1994, for executive officers named in the
Summary Compensation Table were as follows: Mr. Ladehoff - 15.8; Mr. Shuey -
3.8; Mr. Ewing - 4.5; Mr. Bertram - 15.5; and Mr. Telang - 13.
The following table shows the estimated maximum annual retirement
benefits payable at normal retirement (age 65) under the Pension Plan and
Supplemental Plan at selected earnings levels after various years of service.
Amounts shown are straight life annuity amounts.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Final Average
Annual Earnings 15 Years 20 Years 25 Years 30 Years
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$100,000 . . . . $22,878 $30,474 $38,161 $45,757
$150,000 . . . . $35,378 $47,124 $59,011 $70,757
$200,000 . . . . $47,878 $63,774 $79,861 $95,757
$250,000 . . . . $60,378 $80,424 $100,711 $120,757
$300,000 . . . . $72,878 $97,074 $121,561 $145,757
$350,000 . . . . $85,378 $113,724 $142,411 $170,757
$400,000 . . . . $97,878 $130,374 $163,261 $195,757
$450,000 . . . . $110,378 $147,024 $184,111 $220,757
$500,000 . . . . $122,878 $163,674 $204,961 $245,757
$550,000 . . . . $135,378 $180,324 $225,811 $270,757
$600,000 . . . . $147,878 $196,974 $246,661 $295,757
</TABLE>
-12-
<PAGE> 15
CERTAIN EMPLOYMENT ARRANGEMENTS
The Company has entered into severance agreements with Messrs. Shuey,
Ewing, Bertram, and Telang and eight other officers and key managers of the
Company. Under these agreements, each employee is entitled to severance
benefits if his employment with the Company is terminated within two years of a
change of control of the Company (as defined in the agreement) either by the
employee for good reason or by the Company for any reason other than cause,
disability, normal retirement or death. In the event of a covered termination,
severance benefits include a payment equal to one or two times the employee's
salary and recent incentive award, depending on the employee's length of
service with the Company. The agreements also provide for the payment of the
cash value of the outstanding options in cancellation of the options and the
continuance of life and health insurance coverage until the earlier of the
employee becoming eligible for coverage by a subsequent employer or the
expiration of two years. The agreements also protect the Company against the
disclosure of confidential information and, in certain circumstances, require
the employee to pay the Company 20 percent of the compensation received from a
subsequent employer.
The Company has entered into an employment agreement with Leo W. Ladehoff
under the terms of which he will continue as Chief Executive Officer of the
Company until April 1, 1999, at a minimum base salary of $415,000 per year. On
April 1 of each year, the term of the Agreement is automatically extended for
an additional year unless notice of non-extension has been given at least 90
days prior to April 1. The agreement provides that Mr. Ladehoff, or his
beneficiary in the event of his death, will be paid $84,000 per year for a
ten-year period, commencing on the date he ceases to be employed by the
Company. Salary payments terminate in the event of his death, and his estate
is entitled to a lump sum payment of one year's salary.
The agreement may be terminated by the Company for cause prior to its
expiration date, in which event no further payments are required under the
agreement. In the event Mr. Ladehoff's employment with the Company is
terminated for any reason other than death, disability, normal retirement,
voluntary resignation or cause, then Mr. Ladehoff's salary will continue for
three years following termination of his employment. In the event such a
termination occurs as a result of a change of control for good reason (as
defined in the agreement), then a monthly payment equal to one-twelfth of his
salary and average annual incentive compensation during the last three years of
his employment is required to be made to him for a 36-month period. In
addition, life and health insurance coverage would continue until the earlier
of his becoming eligible for coverage under a subsequent employer's plan or the
expiration of the full term of the contract. Upon the occurrence of a
termination in connection with a change of control, the Company is required to
pay over to a benefits trust established by the Company sufficient funds to
cover the payments due Mr. Ladehoff. Mr. Ladehoff has agreed that for a
five-year period following any cessation of his employment with the Company, he
will not be associated in any capacity with any business which is in
competition with the Company.
-13-
<PAGE> 16
COMPANY'S STOCK PERFORMANCE GRAPH
The following chart compares the cumulative total return to shareholders on
the Company's Common Shares for its last five fiscal years with the cumulative
total return of the (a) Standard and Poor's Manufacturing - Diversified
Industry Index and (b) Standard and Poor's 500 Index (a broad equity market
index) for the same periods. The graph depicts the value on August 31, 1994 of
a $100 investment made on August 31, 1989 in Company shares and each index,
with all dividends reinvested.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
,,=============================================================================,,
|| 1990 || 1991 || 1992 || 1993 || 1994 ||
+-------------------------------------''=============================================================================''
| Amcast | $67.08 | $105.91 | $132.34 | $173.03 | $201.90 |
+-------------------------------------+--------------+--------------+--------------+----------------+-----------------+
| S&P 500 | $95.01 | $120.58 | $130.13 | $149.93 | $156.99 |
+-------------------------------------+--------------+--------------+--------------+----------------+-----------------+
| S&P Mfg. - Diversified Ind. | $90.58 | $115.45 | $113.56 | $142.77 | $159.79 |
+-------------------------------------+--------------+--------------+--------------+----------------+-----------------+
</TABLE>
-14-
<PAGE> 17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information about the only person known by the
Board of Directors of the Company to be the beneficial owner of more than five
percent of the outstanding Common Shares of the Company as of October 14, 1994.
<TABLE>
<CAPTION>
NUMBER OF COMMON SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED AS OF 10/14/94 (1) CLASS
--------------------------------------------- -------------------------------- ---------------
<S> <C> <C>
Pioneering Management Corporation (2)
60 State Street 830,000 shares 9.8%
Boston, MA 02114
------------------------------------------------------------------------------------------------------------------
<FN>
(1) For purposes of this table, an individual is considered to "beneficially own" any Common Shares (a) over which he has the
right to acquire beneficial ownership at any time within 60 days after October 14, 1994, or (b) over which he exercises
sole or shared voting or investment power.
(2) Pioneering Management Corporation is an investment advisor registered under the Investment Advisors Act of 1940.
</TABLE>
-15-
<PAGE> 18
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors for the year
ended August 31, 1994. Subject to ratification by shareholders, the Board of
Directors of the Company, upon recommendation of its Audit Committee, has
appointed Ernst & Young LLP as independent auditors of the Company for the
fiscal year ending August 31, 1995, and recommends a vote "FOR" the proposal to
ratify such appointment.
A representative of Ernst & Young LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement if he desires to do so
and to respond to appropriate questions from shareholders.
OTHER MATTERS
The Board of Directors does not intend to present, and has no knowledge
that others will present, any other business at the meeting. However, if any
other matters are properly brought before the meeting, it is intended that the
holders of proxies in the enclosed form will vote thereon in their discretion.
The cost of solicitation of proxies will be borne by the Company. In
addition to the use of the mail, proxy solicitations may be made by Directors,
officers and employees of the Company, personally or by telephone and telegram,
without receiving additional compensation. Banks, brokerage houses and other
custodians, nominees and fiduciaries will be requested to forward soliciting
material to their principals and to obtain authorization for the execution of
proxies. The Company will reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their out-of-pocket expenses.
SHAREHOLDER PROPOSALS
A proposal by a shareholder intended for inclusion in the Company's proxy
statement and form of proxy for the 1995 Annual Meeting of Shareholders must,
in accordance with applicable regulations of the Securities and Exchange
Commission, be received by the Company at Washington Park I, 7887 Washington
Village Drive, Dayton, Ohio 45459, Attention: Secretary, on or before July 13,
1995 in order to be eligible for such inclusion. The 1995 Annual Meeting of
Shareholders is presently scheduled for December 13, 1995.
By Order of the Board of Directors
Denis G. Daly, Secretary
-16-
<PAGE> 19
PROXY
AMCAST INDUSTRIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS DECEMBER 14, 1994
Solicited on Behalf of the Board of Directors of the Company
The undersigned holder(s) of common shares of AMCAST INDUSTRIAL CORPORATION, an
Ohio corporation (the "Company"), hereby appoints Leo W. Ladehoff and Denis G.
Daly, and each of them, attorneys of the undersigned, with power of
substitution, to vote all of the common shares that the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held on
Wednesday, December 14, 1994, at 10 a.m., and at any adjournment thereof, as
follows:
1. Election of directors.
[ ] FOR all nominees listed below (except as marked to the contrary
below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name below.
Ivan W. Garr Peter H. Forster Leo W. Ladehoff
2. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1995.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come before
the meeting, or at any adjournment thereof.
(PLEASE SIGN ON REVERSE SIDE)
A VOTE FOR PROPOSALS 1 AND 2 IS RECOMMENDED BY THE BOARD OF DIRECTORS. WHEN
PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
Receipt is acknowledged of Notice of the above meeting, the Proxy Statement
relating thereto, and the Annual Report to Shareholders for the fiscal year
ended August 31, 1994.
Dated ____________________________, 1994
________________________________________
________________________________________
Signature(s)
Shareholders should date this proxy and
sign here exactly as name appears at
left. If stock is held jointly, both
owners should sign this proxy.
Executors, administrators, trustees,
guardians, and others signing in a
representative capacity should
indicate the capacity in which
they sign.
