<PAGE> 1
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 CORPORATION LOGO]
INDUSTRIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 13, 1995
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 13, 1995, 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. Adoption of proposed amendment to the Company's 1989 Stock Incentive
Plan increasing the maximum number of shares for which awards may be
granted from 800,000 to 1,200,000;
3. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1996;
and
4. 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 13, 1995, 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 7, 1995
<PAGE> 3
[AMCAST CORPORATION LOGO]
INDUSTRIAL CORPORATION
PROXY STATEMENT FOR 1995 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 13, 1995, and any adjournment
thereof. The Company has one class of shares outstanding; namely Common Shares,
of which there were 8,558,125 outstanding at the close of business on October
13, 1995. The close of business on October 13, 1995, 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 7, 1995.
<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 1995 Annual Meeting, shareholders will elect three directors who
will hold office until the Annual Meeting of Shareholders in 1998. The board has
nominated Walter E. Blankley, William G. Roth, and John H. Shuey for election as
directors at the 1995 Annual Meeting.
It is the intention of the proxy agents named in the accompanying proxy to
vote such proxy for election of Messrs. Blankley, Roth, and Shuey. 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 1995
Annual Meeting. Messrs. Blankley, Roth, and Shuey are presently directors and
are nominated to succeed themselves.
Nominees for a Term of Office Expiring in 1998
WALTER E. BLANKLEY, age 60, has been a director of the Company since February
1994. Mr. Blankley has been Chairman and Chief Executive Officer of Ametek, Inc.
(manufacturer of electrical motor blowers, precision instruments, and engineered
industrial materials) 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 57, 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 49, has been President and Chief Executive Officer of the
Company since March 1995 and a director since March 1994. Mr. Shuey was
President and Chief Operating Officer from December 1993 to March 1995. 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).
Directors Continuing in Office Until 1997
IVAN W. GORR (Retired), age 66, has been a director of the Company since
February 1990. Mr. Gorr was Chairman and Chief Executive Officer of Cooper Tire
& Rubber Company (a manufacturer of tire and rubber products) from 1989 to 1995.
Mr. Gorr is a director of Cooper Tire & Rubber Company, OHM Corporation, Fifth
Third Bancorp, and Arvin Industries, Inc., and Borg-Warner Automotive, Inc.
PETER H. FORSTER, age 53, has been a director of the Company since May 1988. Mr.
Forster has been Chairman since April 1988 and Chief Executive Officer since
April 1986 and served as President from April 1988 until September 1995 of DPL
Inc. (a holding company whose principal subsidiary is The
-2-
<PAGE> 5
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 (Retired), age 63, has been a director of the Company since
1978, Chairman of the Board of the Company since December 1980, and served as
Chief Executive Officer from May 1979 to March 1995. 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 63, 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
served as Chairman and Chief Executive Officer. Mr. Baker is also a director of
Arvin Industries, Inc., NBD Bank, PSI Resources, Inc., Tokheim Corporation, The
Geon Company, and Calspan SRL.
GENERAL EARL T. O'LOUGHLIN, USAF (Retired), age 65, 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., Price Brothers Company, and Huron
Community Bank.
R. WILLIAM VAN SANT, age 57, 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 leading specialty steel producer) 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.
Certain Information Concerning the Board of Directors
There were six meetings of the Board of Directors during fiscal 1995. The
Board of Directors has four standing committees (the number of meetings of each
committee in fiscal 1995 is shown in parentheses): Executive Committee (0),
Audit Committee (2), Compensation Committee (5), 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 1995, 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 $750 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.
In fiscal 1995, and in connection with his retirement as an employee of the
Company, the Company has entered into an agreement with Mr. Ladehoff which
provides for his continued availability to the Company on a consulting basis for
a period of two years and which supersedes his previous employment agreement.
The current agreement continues the provision of the previous agreement which
provides that Mr. Ladehoff or his heirs will be paid $84,000 per year for a
ten-year period beginning with his date of retirement. The agreement also
provides that Mr. Ladehoff will receive an annual payment of $74,700 as an
addition to his pension payment, the continuance of rights granted to him by
resolution of the Board of Directors in 1992 to cash payments in regard to tax
obligations to be incurred upon the exercise of certain options granted as
incentive stock options but converted to nonqualified stock options, the
extension of the exercise period of certain stock options, health and life
insurance under the Company's plans until December 31, 1997, and the waiver of
the application of the provisions of the Company's Long-Term Incentive Plan in
regard to proration of payment upon retirement. Under the terms of the
agreement, Mr. Ladehoff agrees to refrain from competition with the Company or
disclosure of any of the Company's trade information for a period of five years
following the date of his retirement.
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
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<PAGE> 7
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, 1994 through August 31, 1995 have been met except that
one monthly report relating to one transaction by Mr. O'Loughlin and three
monthly reports relating to three transactions by Mr. Watts were inadvertently
filed after the due date.
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Set forth in the table below is information as of October 13, 1995, 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 13, 1995.
<TABLE>
<CAPTION>
(A) (B)
NUMBER OF SHARES,
INCLUDING OPTION SHARES OPTION SHARES
SHOWN IN COLUMN (B), WHICH MAY BE
BENEFICIALLY OWNED AS OF ACQUIRED WITHIN 60
INDIVIDUALS OR GROUP 10/13/95 (1) (2) DAYS OF 10/13/95
-------------------- ------------------------ ------------------
<S> <C> <C>
James K. Baker 2,300 1,500
Dennis A. Bertram 26,327 17,159
Walter E. Blankley 1,500 0
David L. Ewing 22,822 14,372
Peter H. Forster 10,000 6,000
Ivan W. Gorr 6,500 4,500
Leo W. Ladehoff 222,691 110,740
Earl T. O'Loughlin 5,900 1,500
William G. Roth 15,500 6,000
John H. Shuey 58,062 30,245
R. William Van Sant 2,000 1,500
Douglas D. Watts 4,417 3,647
Directors, nominees, and executive
officers as a group (20 persons) 451,395 231,588
- --------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(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 2.5% of the outstanding Common Shares. No
other director or officer owns in excess of 1.0% of the Common Shares.
Directors, the nominees and executive officers as a group own 5.1% of the
Common Shares. Percentages are calculated on the basis of the number of
shares outstanding at October 13, 1995, plus the number of shares subject
to outstanding options held by the individual or group which are
exercisable within 60 days thereafter.
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<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 board.
There are three components to the Company's executive compensation program:
annual salary, annual incentive compensation, and long-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 Towers, Perrin, Forster & Crosby and other similar services.
Individual variability is based on performance as determined through annual
performance reviews using the following factors, among others: 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 was Chief Executive Officer for 16 years until March 1995, and his
salary during fiscal 1995 fell within the range of competitive practice for
chief executive officers of similar businesses. Mr. Shuey has been Chief
Executive Officer since March of 1995. His fiscal 1995 compensation is within
the competitive range for chief executive officers in similar circumstances. For
other Named Executive Officers, the Company paid at or near the midpoint during
fiscal 1995.
ANNUAL INCENTIVES. Annual incentives for Named Executive Officers (other than
Mr. Ladehoff and Mr. Shuey) 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 1995 annual incentive payment of $200,000 was established
specifically by the board, based on the board's evaluation of Company
performance for fiscal 1995. The major factors considered in evaluating Company
performance in regard to Mr. Ladehoff's 1995 annual incentive payment were the
Company's earnings compared to the prior year and the 1995 plan, progress in
implementing corporate strategy, and performance of the common share price for
the year. Each of these factors received approximately equal weight. Mr. Shuey's
1995 annual incentive payment of $150,000 was also established specifically by
the board, based on the board's evaluation of Company performance for fiscal
1995. As in the case of Mr. Ladehoff, the major factors considered in evaluating
Company performance in regard to Mr. Shuey's 1995 annual incentive payment were
the Company's earnings compared to the prior year and the 1995 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
1995 plan. The common share price at year end 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 met or exceeded expectations.
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<PAGE> 9
LONG-TERM INCENTIVES. Long-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. Shuey, under the LTIP. Mr. Ladehoff received a grant of stock options under
the Company's 1989 Stock Incentive Plan not in connection with 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 Executive
Officer's salary as designated under the LTIP. Mr. Ladehoff's grant was
specifically established by the board. Neither Mr. Ladehoff, Mr. Shuey, nor any
of the Named Executive Officers will realize a benefit from the options 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. Shuey, and until 1995, 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. In 1995, the grants issued in fiscal 1992
matured. The Company's average ROE during the period was 12.93 percent. The cash
payoffs under the fiscal 1992 grants were therefore 98.25 percent of the
original grant.
STOCK OWNERSHIP GUIDELINES. The Company believes that it is important for
executive officers to acquire a substantial ownership position in the Company.
In this way, they will bear the same type of risks as are typically incurred by
shareholders, and their interests will be more closely aligned with those of
shareholders. Significant stock ownership focuses the executives' attention on
managing the Company as equity owners.
Stock ownership guidelines were therefore established for executive
officers in 1995. Executives are expected to reach ownership levels of Company
stock equal in value to between one and four times their base salary. Executives
are expected to show significant annual progress and to reach such level in a
five- year period.
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
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<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table presents, for fiscal years ended August 31, 1995, 1994,
and 1993, 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>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
--------------------------
Awards Payouts
------------ ----------
Shares
Annual Compensation Underlying
Name and ------------------------ Options LTIP All Other
Principal Position Year Salary Bonus Granted(4) Payouts Compensation(5)
- ------------------------------- ------ ---------- ---------- ------------ ---------- -----------------
<S> <C> <C> <C> <C> <C> <C>
LEO W. LADEHOFF................ 1995 $415,000 $200,000 0 $383,175 $2,465
CHAIRMAN OF THE BOARD (1) 1994 $415,000 $275,000 18,813 $ 0 $1,974
1993 $415,000 $250,000 28,620 $ 0 $1,340
JOHN H. SHUEY.................. 1995 $282,365 $150,000 9,600 $129,002 $2,429
PRESIDENT & CHIEF 1994 $224,461 $117,417 7,579 $ 0 $1,960
EXECUTIVE OFFICER (2) 1993 $186,875 $ 80,068 9,566 $ 0 $1,309
DAVID L. EWING................. 1995 $157,596 $ 67,909 5,473 $ 70,052 $1,543
PRESIDENT 1994 $148,799 $ 69,432 5,520 $ 0 $1,273
AMCAST FLOW CONTROL 1993 $133,000 $ 65,910 5,379 $ 0 $ 840
DOUGLAS D. WATTS............... 1995 $155,000 $ 61,448 3,647 $ 0 $ 698
VICE PRESIDENT, FINANCE (3)
DENNIS A. BERTRAM.............. 1995 $150,000 $ 26,100 5,294 $ 58,950 $2,557
SENIOR VICE PRESIDENT, OPERATIONS 1994 $136,442 $ 47,088 5,403 $ 0 $2,018
AMCAST AUTOMOTIVE 1993 $125,833 $ 20,000 6,462 $ 0 $1,309
</TABLE>
- --------------
(1) Mr. Ladehoff retired as Chief Executive Officer of the Company on March 23,
1995, and retired from full-time employment with the Company on August 31,
1995.
(2) Mr. Shuey became Chief Executive Officer of the Company on March 23, 1995.
(3) Mr. Watts became Vice President, Finance, on August 30, 1994.
(4) Number of shares subject to options granted under the terms of the
Long-Term Incentive Plan for the period presented.
(5) 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.
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<PAGE> 11
CERTAIN EMPLOYMENT ARRANGEMENTS
The Company has entered into severance agreements with Messrs. Shuey,
Watts, Ewing, Bertram, and 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 position and length of
service with the Company, and in the case of Mr. Shuey, three times his salary
and recent incentive award and an additional payment to offset any additional
taxes which may be payable by him in the event that any of the payments made to
him by the Company (whether or not made pursuant to the terms of this agreement)
as a result of a change of control of the Company may be deemed to be an "excess
parachute payment" under the U.S. Internal Revenue Code. 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.
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 1995.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1995
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ----------------------------------------------------------------------------------------- VALUE AT ASSUMED ANNUAL
NUMBER % OF RATES OF STOCK PRICE
OF SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM (1)
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 ..... 20,000 14.32% $21.25 08/31/2004 $267,278 $677,339
John H. Shuey ....... 15,000 10.74% $17.75 03/22/2000 $ 73,559 $162,548
9,600 6.87% $21.25 08/31/1998 $ 43,963 $ 94,676
David L. Ewing ...... 5,473 3.92% $21.25 08/31/1998 $ 25,063 $ 53,975
Douglas D. Watts .... 3,647 2.61% $21.25 08/31/1998 $ 16,701 $ 35,967
Dennis A. Bertram .. 5,294 3.79% $21.25 08/31/1998 $ 24,243 $ 52,210
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) The dollar amounts in these columns are the hypothetical gains that would
exist for the options at the end of their 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.
-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, 1995, and the unexercised options held by such
executives as of August 31, 1995.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END OPTION VALUE TABLE
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.................... 29,193 $274,403 90,740 (E) $469,277 (E)
20,000 (U) $ 0 (U)
John H. Shuey...................... 23,438 $190,628 20,645 (E) $ 12,838 (E)
24,600 (U) $ 14,062 (U)
David L. Ewing..................... 7,900 $ 66,203 8,899 (E) $ 14,149 (E)
5,473 (U) $ 0 (U)
Douglas D. Watts................... 0 $ 0 0 (E) $ 0 (E)
3,647 (U) $ 0 (U)
Dennis A. Bertram.................. 5,826 $ 48,930 11,865 (E) $ 27,059 (E)
5,294 (U) $ 0 (U)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Based upon the excess, where applicable, of the market value of $19.125 per
share (the average of the high and low sale price on August 31, 1995) over
the applicable exercise prices.
-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 1995.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLAN - AWARDS IN FISCAL 1995
PERFORMANCE ESTIMATED FUTURE PAYOUTS
OR OTHER PERIOD UNDER NON-STOCK PRICE-BASED PLANS (2)
PERCENTAGE OF UNTIL MATURATION
NAME Salary (1) OR PAYOUT THRESHOLD TARGET MAXIMUM
- ----------------------------- --------------- ---------------- -----------------------------------------------
<S> <C> <C> <C> <C> <C>
Leo W. Ladehoff .... 0% (2) $ 0 $ 0 $ 0
John H. Shuey ...... 85% (2) $51,000 $204,000 $306,000
David L. Ewing ..... 75% (2) $29,062 $116,250 $174,375
Douglas D. Watts.... 50% (2) $19,375 $ 77,500 $116,250
Dennis A. Bertram... 75% (2) $28,125 $112,500 $168,750
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------
(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 1995, 1996, and 1997. The
estimated future payouts were calculated using salaries at September 1,
1994.
-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 $120,000.
The Company also has a Nonqualified Supplementary Benefit Plan (the
"Supplemental Plan") which provides supplemental retirement benefits for Mr.
Ladehoff, Mr. Shuey, Mr. Ewing, Mr. Watts, Mr. Bertram, 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 13, 1995, for executive officers named in the Summary
Compensation Table were as follows: Mr. Ladehoff - 16.8; Mr. Shuey - 4.8; Mr.
Ewing - 5.5; Mr. Watts - 1.2; and Mr. Bertram - 16.5.
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.......... $ 22,775 $ 30,336 $ 37,988 $ 45,550
$150,000.......... $ 35,275 $ 46,986 $ 58,838 $ 70,550
$200,000.......... $ 47,775 $ 63,636 $ 79,688 $ 95,550
$250,000.......... $ 60,275 $ 80,286 $100,538 $120,550
$300,000.......... $ 72,775 $ 96,936 $121,388 $145,550
$350,000.......... $ 85,275 $113,586 $142,238 $170,550
$400,000.......... $ 97,775 $130,236 $163,088 $195,550
$450,000.......... $110,275 $146,886 $183,938 $220,550
$500,000.......... $122,775 $163,536 $204,788 $245,550
$550,000.......... $135,275 $180,186 $225,638 $270,550
$600,000.......... $147,775 $196,836 $246,488 $295,550
</TABLE>
-12-
<PAGE> 15
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, 1995, of a $100
investment made on August 31, 1990, in Company shares and each index, with all
dividends reinvested.
<TABLE>
<CAPTION>
Amcast S&P 500 S&P Mfg. - Diversified Ind.
------ ------- ---------------------------
<S> <C> <C> <C>
1991 $158 $127 $127
1992 $197 $137 $125
1993 $258 $158 $158
1994 $301 $166 $176
1995 $277 $202 $230
</TABLE>
-13-
<PAGE> 16
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 13, 1995.
<TABLE>
<CAPTION>
NUMBER OF COMMON SHARES PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OWNED AS OF 10/13/95 (1) CLASS
------------------------------------------------- -------------------------------- --------------
<S> <C> <C>
Pioneering Management Corporation (2) 831,900 9.7%
60 State Street
Boston, MA 02114
</TABLE>
PROPOSED AMENDMENT TO 1989 STOCK INCENTIVE PLAN
The Company's 1989 Stock Incentive Plan (the "Plan") was approved by
shareholders on December 14, 1988, and an amendment to the Plan was approved by
shareholders on December 10, 1993. At the meeting, shareholders will vote on a
proposed amendment to the Plan which would increase the maximum number of common
shares that may be issued under the Plan from 800,000 to 1,200,000. Adoption of
the amendment requires the affirmative vote of holders of a majority of the
outstanding common shares. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ADOPTION
OF THE AMENDMENT.
GENERAL INFORMATION
The Plan is administered by the Compensation Committee of the board. The
Committee is authorized to grant incentive awards in the form of stock options,
stock appreciation rights, performance awards, and restricted stock awards to
officers or other key executive and management employees of the Company and its
subsidiaries ("Incentive Awards").
The shares that may be issued under the Plan may be authorized but unissued
shares or treasury shares. If there is a stock split, stock dividend, or other
relevant change affecting the Company's shares, appropriate adjustments in the
maximum number of shares issuable under the Plan and subject to outstanding
Incentive Awards may be made by the Committee.
- ---------------
(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 13, 1995, 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.
-14-
<PAGE> 17
FORM OF INCENTIVE AWARDS
STOCK OPTIONS. The Committee may grant options qualifying as incentive stock
options under the Internal Revenue Code of 1986 and nonqualified stock options.
The term of an option may not exceed ten years from the date of grant. The
option price per share may not be less than the fair market value of a Company
share on the date of grant.
The option price is payable either in cash, by delivery to the Company of
shares of the Company already owned by the optionee, or by a combination of such
payment methods. An optionee may use shares received upon the exercise of a
portion of an option to pay the exercise price for additional portions of the
option. The effect of allowing a participant to pay the exercise price with
shares previously acquired upon exercise of a portion of an option could be to
allow an optionee to use as little as one already-owned share in satisfaction of
the exercise price. The Plan also permits the use of shares issuable upon
exercise of an option to pay applicable withholding taxes due upon the exercise
of a nonqualified stock option. The Committee may, however, adopt guidelines
limiting or restricting the use of shares to pay the option price and
withholding taxes.
The Committee may provide that an option is exercisable at any time during
its term, or only with respect to a stated number of shares over staggered
periods. An option may only be exercised while the optionee is employed by the
Company or a subsidiary of the Company or within three months after cessation of
the optionee's employment (six months, if the optionee is an officer of the
Company at the time of cessation of employment) if the reason for cessation of
employment is other than retirement or death. In the case of retirement, an
option may be exercised to the extent it was exercisable on the date the
optionee ceased to be employed by the Company for the remaining term of the
option if the Committee so determines. In the case of death, the
successors-in-interest of the optionee may exercise the option to the extent it
was exercisable by the optionee on the date of his death during the one-year
period after the optionee's death. In the event of a change of control of the
Company (as defined in the Plan) any option, which is not then exercisable,
automatically becomes exercisable.
STOCK APPRECIATION RIGHTS. The Committee may grant stock appreciation rights
("SAR's") either singly or in combination with a stock option. SAR's entitle the
grantee to receive the same economic value that would be derived from exercise
of an option. Payment is made in cash upon exercise of an SAR. If an SAR granted
in combination with a stock option is exercised, the right under the related
option terminates.
PERFORMANCE AWARDS. The Committee may grant performance awards under which
payment is made, in the Committee's discretion, in shares, or a combination of
shares and cash if the performance goals established by the Committee are met.
The Committee determines the goals, the length of an award period, the maximum
payment value of an award, and the minimum performance required before a payment
is made. In order to receive payment, the grantee must remain in the employment
of the Company until the completion of the award period, except that the
Committee may provide complete or partial exceptions to that requirement as it
deems equitable.
RESTRICTED SHARE AWARDS. The Committee may also issue shares under a restricted
share award. The award provides for a restriction period during which the
grantee must remain in the employment of the Company. If the grantee's
employment terminates during the period, the grantee must return the shares to
the Company. However, the Committee may provide complete or partial exceptions
to this requirement as it deems equitable. The grantee may not dispose of the
shares prior to the expiration of the restriction period. During this period,
the grantee is entitled to vote the shares and, at the discretion of the
Committee, receive dividends.
-15-
<PAGE> 18
FEDERAL INCOME TAX CONSEQUENCES
STOCK OPTIONS. The grant of an incentive stock option or a nonqualified stock
option does not result in income for the grantee or in a deduction for the
Company.
The exercise of a nonqualified stock option results in ordinary income for
the optionee and a deduction for the Company measured by the difference between
the option price and the fair market value of the shares received at the time of
exercise. Income tax withholding by the Company is required.
The exercise of an incentive stock option does not result in income to the
grantee if the grantee (i) does not dispose of the shares within two years after
the date of grant or one year after the transfer of shares upon exercise (the
"holding periods") and (ii) is an employee of the Company or a subsidiary of the
Company from the date of grant until three months before the exercise. If these
requirements are met, the optionee's cost basis in the shares is the option
price. Any gain upon disposition is taxed to the employee as long-term capital
gain. The excess of the market value of a share on the exercise date over the
option price of an incentive stock option is an item of tax preference,
potentially subject to the alternative minimum tax.
If the grantee disposes of the shares acquired upon exercise of an
incentive stock option prior to the expiration of the holding periods, the
grantee recognizes ordinary income and the Company is entitled to a deduction
equal to the lesser of the fair market value of the shares on the exercise date
minus the option price or the amount realized on disposition minus the option
price. Any gain in excess of the ordinary income portion is taxable as long-term
or short-term capital gain.
SAR'S AND PERFORMANCE AWARDS. The grant of an SAR or a performance award does
not result in income to the grantee or in a deduction to the Company. Upon the
exercise of an SAR or the receipt of shares or cash under a performance award,
the grantee recognizes ordinary income and the Company is entitled to a
deduction measured by the fair market value of the shares plus any cash
received. Income tax withholding by the Company is required.
RESTRICTED SHARE AWARDS. The grant of a restricted share award does not result
in income for the grantee or in a deduction for the Company for federal income
tax purposes assuming the shares transferred are subject to restrictions
resulting in a "substantial risk of forfeiture" as intended by the Company.
Dividends paid to the grantee while the shares remained subject to restriction
are treated as compensation for federal income tax purposes. At the time the
restrictions lapse, the grantee receives ordinary income, and the Company is
entitled to a deduction measured by the fair market value of the shares at the
time of lapse. Income tax withholding by the Company is required.
OTHER INFORMATION. The Plan expires on December 13, 1998. The Plan may be
terminated at any time prior thereto by the Board of Directors, but termination
of the Plan may not adversely affect outstanding Incentive Awards. The board may
amend the Plan as it deems advisable but, unless the shareholders approve, no
amendment may increase the maximum number of shares subject to the Plan,
materially modify the requirements for participation in the Plan, or materially
increase the benefits accruing to grantees. Employees who will participate in
the Plan in the future and the amounts of their allotments are to be determined
by the Committee subject to the restrictions outlined above. The Company
estimates that approximately 70 persons are currently eligible for the grant of
Incentive Awards under the Plan. At the
-16-
<PAGE> 19
close of business on October 13, 1995, the last sale price of the Company's
common shares as reported on the New York Stock Exchange was $18.50 per share.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors for the year
ended August 31, 1995. 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, 1996, 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 1996 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 10,
1996, in order to be eligible for such inclusion. The 1996 Annual Meeting of
Shareholders is presently scheduled for December 11, 1996.
By Order of the Board of Directors
Denis G. Daly, Secretary
-17-
<PAGE> 20
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
When properly executed, this proxy will be voted in the manner by the
undersigned shareholder. If no direction is specified, this proxy will be
voted for Proposals 1, 2 and 3.
- ------------------------------------------------------------
Directors recommend a vote FOR all Nominees.
- ------------------------------------------------------------
FOR WITHHELD
1. Election of All / / / /
Directors. / / / /
(See reverse) / / / /
For all except the following nominee(s):
___________________________________________________
- ------------------------------------------------------------
Directors recommend a vote FOR Items 2 and 3.
- ------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Adoption of proposed / / / / / /
amendment to the / / / / / /
Company's 1989 Stock / / / / / /
Incentive Plan.
3. Ratification of the / / / / / /
appointment of Ernst & / / / / / /
Young LLP as / / / / / /
independent auditors.
- ------------------------------------------------------------
- ------------------------------------------------------------
4. In their discretion, upon such other business as may
properly come before the meeting or at any adjournment,
thereof.
- ------------------------------------------------------------
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.
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, 1996.
-------------------------------------------------
-------------------------------------------------
SIGNATURE(S) DATE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PLEASE VOTE, SIGN AND RETURN THE ABOVE PROXY
AMCAST
AMCAST INDUSTRIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DATE: December 13, 1995
TIME: 10:00 a.m.
PLACE: Amcast Industrial Corporation
7887 Washington Village Drive
Dayton, Ohio 45459
<PAGE> 21
PROXY
AMCAST INDUSTRIAL CORPORATION
P PROXY FOR ANNUAL MEETING OF SHAREHOLDERS DECEMBER 13, 1995
R
O SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
X
Y The undersigned holder(s) of common shares of AMCAST INDUSTRIAL
CORPORATION, an Ohio corporation (the "Company") hereby appoints John H.
Shuey and Leo W. Ladehoff, 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 13, 1995, at 10 a.m., and at
any adjournment thereof, as follows:
1. Election of Directors. Nominees for directors are: Walter E. Blankley,
William G. Roth, and John H. Shuey.
2. Adoption of proposed amendment to the Company's 1989 Stock Incentive
Plan increasing the maximum number of shares for which awards may be
granted from 800,000 to 1,200,000.
3. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1996.
4. In their discretion, upon such other business as may properly come
before the meeting, or at any adjournment thereof.
(PLEASE SIGN ON REVERSE SIDE)
_______________________________________________________________________________
PLEASE VOTE, SIGN AND RETURN THE ABOVE PROXY
IMPORTANT NOTICE FROM AMCAST INDUSTRIAL CORPORATON
Change of Stock Transfer Agent
Effective October 10, 1995, First Chicago Trust Company of New York will be the
sole transfer agent, registrar, and dividend disbursing agent for the common
stock of Amcast Industrial Corporation and serve as the administrator and
custodian for the Amcast Dividend Reinvestment Plan. Correspondence concerning
your account, dividend payments, or address changes should be addressed to:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
P.O. Box 2500
Jersey City, NJ 07303-2500
Telephone inquiries: 1-800-446-2617
after November 30: 1-800-317-4445
e-mail: fctc @ delph .com
Any outstanding Amcast dividend checks dated October 10, 1995, or earlier should
be cashed prior to April 10, 1996. After this date, stop payments will be placed
on any checks issued from Bank One, Indianapolis, NA, Amcast's former Transfer
Agent.
Any outstanding checks you may have in your possession after April 10, 1996,
should be forwarded to First Chicago Trust Company of New York for cancellation
and replacement.
