<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0258080
------------------------- -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(513) 291-7000
(Address, including zip code,
of registrant's principal executive offices)
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
(Full title of the plan)
DENIS G. DALY, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
(Name, address, code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 25,000 $18.50(1) $462,500(1) $160.00
without par
value(2)
- ---------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), based upon the average
of the high and low prices of a Common Share as reported on the New York Stock Exchange for January 3, 1996.
(2) There also are being registered hereunder an equal number of Preferred Share Purchase Rights which currently are attached,
to and are transferrable only with, the Common Shares registered hereunder.
</TABLE>
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference as of their respective dates of filing:
(a) The Annual Report of Amcast Industrial Corporation (the
"Company") on Form 10-K for the year ended August 31, 1995, filed
pursuant to Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The description of the Company's Common Shares
contained in the Registration Statement filed pursuant to Section 12
of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment which indicates that all Common Shares offered
hereunder have been sold or which deregisters all Common Shares then remaining
unsold hereunder shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Thompson Hine & Flory P.L.L. has provided a legal opinion to the
Company with respect to the Common Shares of the Company issuable under the
Company's Non-Employee Directors Stock Compensation Plan and registered
hereunder.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Article VI of the Code of Regulations of the Company sets forth
certain rights of directors and officers of the Company to indemnification.
Article VI provides, among other things, that directors and officers will be
indemnified by the Company to the fullest extent permitted by Ohio law.
Under Ohio law, the liabilities against which a director and
officer may be indemnified and factors employed to determine whether a director
and officer is entitled to indemnification in a particular instance depend on
whether the proceedings in which the claim for indemnification arises were
brought (a) other than by and in the right of the corporation ("Third Party
Actions") or (b) by and in the right of the corporation ("Company Actions").
In Third Party Actions, a corporation may indemnify each
director and officer against expenses, including attorneys' fees, judgments,
fines, penalties, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened or actual proceeding in which
he may be involved by reason of his having acted in such capacity, if he acted
in good faith
-1-
<PAGE> 3
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any matter the subject of a
criminal proceeding, he had no reasonable cause to believe that his conduct was
unlawful.
In Company Actions, a corporation may indemnify each director
and officer against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of any
such proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation
except that no indemnification is permitted with respect to any matter as to
which such person has been adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless a court determines
such person is entitled to indemnification.
Unless indemnification is ordered by a court, the determination
as to whether or not an individual has satisfied the applicable standards of
conduct (and therefore may be indemnified) is made by the board of directors of
the corporation by a majority vote of a quorum consisting of directors of the
corporation who were not parties to the action; or if such a quorum is not
obtainable, or if a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or by the shareholders of the
corporation.
Article VI of the Code of Regulations does not limit in any way
other indemnification rights to which those seeking indemnification may be
entitled. In addition, the Company has entered into an indemnification
agreement with each director of the Company.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to
a deductible amount for each claim, to the Company under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Company's indemnification obligations.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
See Index to Exhibits following signature pages.
Item 9. Undertakings.
-------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
registration statement;
-2-
<PAGE> 4
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-3-
<PAGE> 5
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dayton, State of Ohio, on this 10th day of
January, 1996.
AMCAST INDUSTRIAL CORPORATION
By /s/ John H. Shuey
-----------------------------
John H. Shuey
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Name Title Date
---- ----- ----
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/ John H. Shuey President, Chief January 10, 1996
- --------------------------------- Executive Officer and
John H. Shuey
Director
(principal executive
officer)
/s/ Douglas D. Watts Vice President, Finance January 10, 1996
- --------------------------------
Douglas D. Watts (principal financial
officer)
/s/ William L. Bown Vice President, January 10, 1996
- --------------------------------
William L. Bown Controller
(principal accounting
officer)
*Leo W. Ladehoff Chairman of the Board, Director January 10, 1996
*James K. Baker Director January 10, 1996
*Walter E. Blankley Director January 10, 1996
</TABLE>
-4-
<PAGE> 6
<TABLE>
<S> <C> <C>
*Peter H. Forster Director January 10, 1996
*Ivan W. Gorr Director January 10, 1996
*Earl T. O'Loughlin Director January 10, 1996
*William G. Roth Director January 10, 1996
*R. William Van Sant Director January 10, 1996
</TABLE>
* The undersigned John H. Shuey, by signing his name hereto, does sign execute
this Registration Statement on behalf of each of the above- named directors
of the Registrant pursuant to powers of attorney executed by each such
director and filed as an exhibit to this Registration Statement.
By/s/ John H. Shuey
_________________
John H. Shuey
Attorney-in-fact
-5-
<PAGE> 7
INDEX TO EXHIBITS
-----------------
<TABLE>
<S> <C>
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of Amcast Industrial Corporation
4.2 Amendment, dated February 24, 1988, to the Articles of Incorporation of Amcast Industrial
Corporation
4.3 Code of Regulations of Amcast Industrial
Corporation
4.4 Non-Employee Directors Stock Compensation
Plan
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory P.L.L.
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson Hine & Flory P.L.L.
[contained in their opinion filed
as Exhibit 5.1]
(24) POWERS OF ATTORNEY:
24.1 Powers of Attorney of certain persons authorizing execution of this Registration Statement pursuant
to power of attorney
</TABLE>
-6-
<PAGE> 1
EXHIBIT 4.1
-----------
AS AMENDED TO JANUARY 1, 1996
AMENDED ARTICLES OF INCORPORATION
OF
AMCAST INDUSTRIAL CORPORATION
-----------------------------
FIRST. The name of said Corporation shall be Amcast Industrial
Corporation.
SECOND. The purpose or purposes of the Corporation shall be:
(a) To manufacture, purchase, lease, or otherwise acquire and to
hold, own, sell, lease, or dispose of, trade in or deal in castings and other
allied, similar or related products of every kind and description.
(b) To engage in any lawful act or activities for which
corporations may be formed under Section 1701.01 to 1701.98, inclusive, of the
Ohio Revised Code.
THIRD. The place in the State of Ohio where the Corporation's
principal office shall be located is Kettering, Montgomery County, Ohio.
FOURTH. The maximum number of shares which the Corporation is
authorized to have outstanding is 16,000,000 shares which shall be classified
as follows:
1,000,000 Preferred Shares without par value (hereinafter called
"Preferred Shares"); and
15,000,000 Common Shares without par value (hereinafter called "Common
Shares").
Section 1. The express terms and provisions of the Preferred Shares
are as follows:
1.1 Preferred Shares may be issued in series from time to time.
Within the limitations and restrictions set forth in this Article FOURTH, the
Board of Directors is expressly authorized, at one time or from time to time,
to adopt amendments to the Articles of Incorporation in respect of any
authorized and unissued Preferred Shares to fix or alter the division of such
shares into series, the designation and number of shares of each series, the
dividend rates, redemption rights, redemption prices, liquidation prices,
sinking fund requirements, conversion rights, and restrictions on issuance of
shares of the same series or of any other class or series. The express terms
and provisions of Preferred Shares of different series shall be identical
<PAGE> 2
except that there may be variations in respect of any or all of the particulars
hereinbefore set forth in this subsection 1.1. In case the stated dividends or
the amounts payable on dissolution, liquidation, or sale of assets of the
Corporation are not paid in full, all Preferred Shares of all series shall
participate ratably in the payment of dividends, including accumulations, if
any, in proportion to the sums which would be payable thereon if all dividends
thereon were paid in full, and, in any distribution of assets other than by way
of dividends, in proportion to the same which would be payable on such
distribution if all sums payable thereon to holders of Preferred Shares were
discharged in full.
1.2 The holders of Preferred Shares shall be entitled to receive when
and as declared out of the surplus of the Corporation, subject to any
limitations prescribed by statute, cash dividends at the respective rates and
on the respective dates fixed by the Board of Directors for the shares of the
several series of Preferred Shares, and no more. Dividends on each Preferred
Share shall be cumulative from the date fixed therefor by the Board of
Directors.
1.3 Except as may be otherwise expressly provided in this Article
FOURTH, the Corporation shall have the right to redeem the Preferred Shares of
any one or more series at any time, either in whole or in such portions, as
from time to time, the Board of Directors may determine, upon the payment to
the respective holders thereof of the "General Redemption Price" thereof. The
General Redemption Price for shares of each series shall be an amount equal to
the sum of (a) the redemption price fixed by the Board of Directors for the
shares of such series prior to the initial issuance of the first shares of such
series; and (b) an amount equivalent to all accumulated and unpaid dividends on
the shares to be redeemed to the date fixed for redemption (hereinafter
referred to as the "Redemption Date"), whether or not such dividends shall have
been earned or declared. In lieu of such payment the Corporation may deposit
the General Redemption Price of the shares to be redeemed on or prior to the
Redemption Date with such responsible bank or trust company as may be
designated by the Board of Directors, in trust, for payment on or after the
date of such deposit (without awaiting the Redemption Date) to the holders of
Preferred Shares then to be redeemed. If less than the whole amount of
outstanding Preferred Shares of any particular series shall be redeemed at any
time, the shares thereof to be redeemed shall be selected by lot.
Notice of any such redemption, in whole or in part, and of any such
deposit made or to be made of such General Redemption Price, shall be mailed to
each holder of
-2-
<PAGE> 3
Preferred Shares so to be redeemed, at his address registered with the
Corporation, not less than thirty days prior to the Redemption Date, and, if
less than all of the said shares owned by such shareholders are to be redeemed,
the notice shall specify the number of shares thereof which are to be redeemed.
Such notice having been so given, or irrevocable written authority to the
depositary having been given at the time of making the deposit provided for
herein forthwith to give such notice, all rights of the respective holders of
the said shares as shareholders of the Corporation by reason of the ownership
of such shares, except the right to receive the General Redemption Price of
such shares upon presentation and surrender of their respective certificates
representing the said shares, shall cease from and after the Redemption Date
(unless default shall be made by the Corporation in providing monies for the
payment of the General Redemption Price), or, if the General Redemption Price
shall have been deposited on or prior to the Redemption Date as above
permitted, from and after the date of such deposit; provided, however, that in
lieu of the right to receive the General Redemption Price, any rights of
conversion or exchange may be exercised up to the close of business on the
Redemption Date. If after such deposit any Preferred Shares so called shall be
so converted or exchanged, the amount theretofore deposited with the depositary
for the redemption thereof shall forthwith be paid over by it to the
Corporation. Any other monies so deposited which shall remain unclaimed by the
holders of Preferred Shares so called for redemption at the end of two years
after the Redemption Date shall be paid by such depositary to the Corporation,
after which the holders of such Preferred Shares shall look only to the
Corporation for payment of the General Redemption Price thereof, without
interest.
1.4 Upon the dissolution, liquidation or sale of all or substantially
all the assets of the Corporation, the holders of Preferred Shares shall be
entitled to receive the following sums, before any payment shall be made to the
holders of Common Shares with respect to payment upon dissolution, liquidation
or sale of assets:
(a) in case of any involuntary dissolution or liquidation or
forced sale of all or substantially all the assets of the
Corporation, each Preferred Share of each series shall be
entitled to receive the amount fixed for such contingency by
the Board of Directors for the shares of such series prior to
the issuance of the first shares of such series, together with
a sum, whether or not earned or declared, equivalent
-3-
<PAGE> 4
to all accumulated and unpaid dividends thereon to the date of
such payment; or
(b) in case of any voluntary dissolution or liquidation or
voluntary sale of all or substantially all the assets of the
Corporation, each Preferred Share of each series shall be
entitled to receive the amount fixed for such contingency by
the Board of Directors for the shares of such series prior to
the initial issuance of the first shares of such series,
together with a sum, whether or not earned or declared,
equivalent to all accumulated and unpaid dividends thereon to
the date of such payment.
After all sums payable on the Preferred Shares as herein provided upon
a particular contingency shall have been paid in full, but not prior thereto,
the Common Shares shall be entitled to payment of all other sums then
distributable. For the purposes of this subsection 1.4, a consolidation or
merger of the Corporation with or into any other corporation, or a
consolidation or merger of any other corporation with or into the Corporation
shall not be deemed a dissolution, liquidation or sale of assets.
1.5 The holders of Preferred Shares shall be entitled to one vote for
each Preferred Share held by them respectively.
1.6 So long as any of the Preferred Shares shall remain outstanding,
no dividend (other than dividends payable in Common Shares) shall be paid, nor
shall any distribution (by purchase, redemption, payment to any sinking fund,
or otherwise, other than stock splits) be made, on any of the Common Shares
unless:
(a) all dividends on all outstanding Preferred Shares shall have
been paid and full dividends thereon for the then current
quarterly dividend period shall have been declared and a sum
sufficient for the payment thereof set apart therefor; and
(b) the Corporation shall not be in arrears in respect of any
sinking fund obligation in respect of any series of Preferred
Shares.
1.7 Preferred Shares acquired by the Corporation through the
exercise by the holders thereof of any conversion privilege shall not be
reissued except as hereinafter provided. Such shares and any other Preferred
-4-
<PAGE> 5
Shares acquired otherwise than through the operation of any sinking fund and
not used to reduce the amount of any sinking fund installment shall, upon
compliance with such provisions of law relating to the retirement of shares as
may be applicable, have the status of authorized and unissued Preferred Shares
which are unclassified into any series. Preferred Shares acquired by the
Corporation through the operation of any sinking fund or which have been used
to reduce the amount of any sinking fund installment shall be cancelled and not
reissued, and the Corporation shall from time to time take appropriate
corporate action to reduce the authorized number of Preferred Shares
accordingly.
Section 2. The express terms and provisions of the Common Shares are
as follows:
2.1 The rights and preferences of the Common Shares shall be subject
in all respects to the rights and preferences of the Preferred Shares in the
manner and to the extent provided in this Article FOURTH.
2.2 The Common Shares shall rank junior to the Preferred Shares with
respect to the payment of dividends. Out of the assets of the Corporation
available for dividends remaining after there shall have been paid or declared
and set apart for payment full dividends on the Preferred Shares, and subject
to the restrictions or limitations contained in the express terms and
provisions of any series of Preferred Shares, dividends may be declared and
paid upon the Common Shares, but only when and as determined by the Board of
Directors.
2.3 The Common Shares shall rank junior to the Preferred Shares with
respect to payment upon dissolution, liquidation or sale of the assets of the
Corporation. Upon the dissolution, liquidation or sale of all or substantially
all the assets of the Corporation, after there shall have been paid to or set
apart for holders of the Preferred Shares the full preferential amounts to
which they are entitled, the holders of Common Shares shall be entitled to
receive pro rata all of the remaining assets of the Corporation available for
distribution to its shareholders.
2.4 The holders of Common Shares shall be entitled to one vote for
each Common Share held by them respectively.
Section 3. No shareholder of the Corporation shall have the right to
vote cumulatively in the election of directors of the Corporation.
-5-
<PAGE> 6
FIFTH. The Corporation, through its Board of Directors, shall have the
right and power to purchase any of its outstanding shares of stock at such
price and upon such terms as may be agreed upon between the Corporation and the
selling shareholder or shareholders.
SIXTH. Notwithstanding any provisions of the Ohio Revised Code now or
hereafter in force providing for any action for the vote, consent, waiver, or
release of the holders of shares entitling them to exercise two-thirds, or any
other proportion, of the voting power of the Corporation or of any class or
classes of shares thereof, such action, unless otherwise expressly required by
statute or by these Amended Articles of Incorporation, may be taken by the
vote, consent, waiver, or release of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation or of such class or
classes.
SEVENTH. Notwithstanding the foregoing, the affirmative vote of the
holders of shares entitling them to exercise as least four-fifths of the voting
power of the Corporation shall be required:
(a) To approve (i) the sale, exchange, lease, transfer, or other
disposition by the Corporation of all, or substantially all,
of its assets or business to a related corporation or an
affiliate of a related corporation, (ii) the consolidation of
the Corporation with or its merger into a related corporation
or an affiliate of a related corporation, or (iii) the merger
into the Corporation of a related corporation, or (iv) a
combination or majority share acquisition in which the
Corporation is the acquiring corporation and its voting shares
are issued or transferred to a related corporation or an
affiliate of a related corporation or to shareholders of a
related corporation or an affiliate of a related corporation;
or
(b) to approve any agreement, contract, or other arrangement with
a related corporation providing for any of the transactions
described in subparagraph (a) above.
For the purpose of this Article SEVENTH, (i) a "related corporation" in
respect of a given transaction shall be any corporation which, together with
its affiliates and associated persons, owns of record or beneficially, directly
or indirectly, more than 5% of the shares of any class of outstanding shares of
the Corporation entitled to vote upon such transaction, as of the record date
used to determine
-6-
<PAGE> 7
the shareholders of the Corporation entitled to vote upon such transaction;
(ii) an "affiliate" of a related corporation shall be any individual, joint
venture, trust, partnership, or corporation which, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with the related corporation; (iii) an "associated person" of a
related corporation shall be any officer or director or any beneficial owner,
directly or indirectly, of 10% or more of any class of equity security of such
related corporation or any of its affiliates; (iv) the terms "combination", or
"majority share acquisition" and "acquiring corporation" shall have the same
meaning as that contained in Section 1701 of the Ohio General Corporation Law
or any similar provision hereafter enacted.
The determination of the Board of Directors of the Corporation, based
on information known to the Board of Directors and made in good faith, shall be
conclusive as to whether any corporation is a related corporation as defined in
this Article SEVENTH.
The provisions of this Article SEVENTH shall not be applicable to (i)
any merger or consolidation of the Corporation with or into any other
corporation, or any sale or lease of all, or substantially all, of the assets
of the Corporation to, or any sale or lease to the Corporation, or any
subsidiary thereof, in exchange for securities of the Corporation of any assets
of, any corporation if the Board of Directors of the Corporation shall by
resolution have approved a memorandum of understanding with such other
corporation with respect to and substantially consistent with such transaction
prior to the time that such other corporation shall have become a holder of
more than 20% of the outstanding shares of stock of the Corporation entitled to
vote in elections of Directors; or (ii) any merger or consolidation of the
Corporation with, or any sale or lease to the Corporation, or any subsidiary
thereof, of any of the assets of, any corporation of which a majority of the
outstanding shares of all classes of stock entitled to vote in elections of
Directors is owned of record or beneficially by the Corporation and its
subsidiaries.
No amendment to the Articles of Incorporation of the Corporation shall
amend, alter, change, or repeal any of the provisions of this Article SEVENTH,
unless the amendment effecting such amendment, alteration, change, or repeal
shall receive the affirmative vote or consent of the holders of shares
entitling them to exercise at lease four-fifths of the voting power of the
Corporation.
-7-
<PAGE> 8
EIGHTH. No holder of shares of the Corporation of any class, as such,
shall have any preemptive right to purchase or subscribe for shares of the
Corporation, of any class, or other securities of the Corporation, of any
class, whether now or hereafter authorized.
-8-
<PAGE> 1
EXHIBIT 4.2
-----------
CERTIFICATE OF AMENDMENT
AMENDED ARTICLES OF INCORPORATION
OF
AMCAST INDUSTRIAL CORPORATION
-----------------------------
The undersigned, Leo. W. Ladehoff and Thomas G. Amato, being
respectively, the Chairman of the Board and the Secretary of AMCAST INDUSTRIAL
CORPORATION (the "Corporation"), an Ohio corporation, do hereby certify that at
a meeting of the directors of the Corporation duly called and held on February
24, 1988, the following resolution was unanimously adopted:
NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority
vested in the Board of Directors in accordance with the provisions of Article
Fourth of its Amended Articles of Incorporation, such Article Fourth hereby is
amended to set forth the designation and number of a new series of Preferred
Shares and the powers, preferences, and relative, participating, optional, and
other special rights and the qualifications, limitations, or restrictions
thereof, as follows:
Section 4: Series A Preferred Shares.
4.1 DESIGNATION AND AMOUNT. There shall be a series of the
Preferred Shares of the Corporation which shall be designated as the "Series A
Preferred Shares," without par value, and the number of such shares shall be
300,000.
4.2 DIVIDENDS AND DISTRIBUTION.
(A) Subject to the prior and superior rights of the holders
of any shares of any classes of preferred shares of the Corporation ranking
prior and superior to the Preferred Shares with respect to dividends, the
holders of the Preferred Shares in preference to the holders of Common Shares
of the Corporation (the "Common Shares"), and any other junior shares, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the last day of March, June, September, and December in each year (or, in each
case, if not a date on which the Corporation is open for business, the next
date on which the Corporation is so open) (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a Preferred Share
or fraction thereof, in an amount per share (rounded to the nearest cent) equal
to the greater of (a) $11.00, or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
Common
<PAGE> 2
Shares or a subdivision of the outstanding Common Shares (by reclassification
or otherwise), declared on the Common Shares, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
Preferred Share. In the event the Corporation at any time after February 24,
1988 (the "Rights Declaration Date") (i) declares any dividend on Common Shares
payable in Common Shares, (ii) subdivides the outstanding Common Shares, or
(iii) combines the outstanding Common Shares into a smaller number of shares
(all of which are hereinafter referred to as "Common Share Adjustments"), then
in each such case the amount to which holders of the Preferred Shares were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares that
were outstanding immediately prior to such event (such fraction is hereinafter
referred to as the "Adjustment Number").
(B) The Corporation shall declare a dividend or distribution
on the Preferred Shares as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Shares (other than a dividend
payable in Common Shares); provided that, in the event no dividend or
distribution shall have been declared on the Common Shares during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $11.00 per share on the Preferred Shares
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(C) Dividends shall begin to accrue and be cumulative on
the outstanding Preferred Shares from the Quarterly Dividend Payment Date next
preceding the date of issue of such Preferred Shares, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the determination
of holders of Preferred Shares entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders
of Preferred Shares entitled to receive payment of a dividend or distribution
declared thereon,
-2-
<PAGE> 3
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
4.3 VOTING RIGHTS. The holders of the Preferred Shares
shall have the following voting rights:
(A) Each holder of a Preferred Share shall have one vote
on all matters submitted to a vote of the shareholders of the Corporation.
(B) Except as otherwise provided herein or by law, the
holders of the Preferred Shares and the holders of Common Shares shall vote
together as one class on all matters submitted to a vote of shareholders of the
Corporation.
(C) Except as set forth herein, holders of the Preferred
Shares shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Shares as set forth herein) for taking any corporate action.
4.4 CERTAIN RESTRICTION.
(A) So long as any of the Preferred Shares remain
outstanding, no dividend (other than dividends payable in Common Shares ) shall
be paid, nor shall any distribution (by purchase, redemption, payment to any
sinking fund, or otherwise, other than stock splits) be made, on any of the
Common Shares unless all dividends on all outstanding Preferred Shares shall
have been paid and full dividends thereon for the then current quarterly
dividend period shall have been declared and a sum sufficient for the payment
thereof set apart therefor.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares
of the Corporation unless the Corporation could, under paragraph (A) of this
Section 4.4, purchase or otherwise acquire such shares at such time and in such
manner.
4.5 REACQUIRED SHARES. Any Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. Unless otherwise
prohibited by the Corporation's Amended Articles of Incorporation, all such
shares shall upon their cancellation become authorized but unissued Preferred
Shares and may be reissued as part of a new series of Preferred Shares, subject
to the conditions and restrictions on issuance set forth herein.
-3-
<PAGE> 4
4.6 LIQUIDATION, DISSOLUTION, OR WINDING UP.
(A) Upon any liquidation (voluntary or otherwise),
dissolution, or winding up of the Corporation, no distribution shall be made to
the holders of shares ranking junior (either as to dividends or upon
liquidation, dissolution, or winding up) to the Preferred Shares unless, prior
thereto, the holders of Preferred Shares shall have received $4,000 per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Liquidation
Preference"). Following the payment of the full amount of the Liquidation
Preference, no additional distributions shall be made to the holders of
Preferred Shares unless, prior thereto, the holders of Common Shares shall have
received an amount per share (the "Common Payment") equal to the quotient
obtained by dividing (i) the Liquidation Preference by (ii) 100 (subject to the
provision for adjustment set forth in subparagraph C). Following the payment
of the full amount of the Liquidation Preference and the Common Payment in
respect of all outstanding Preferred Shares and Common Shares, respectively,
holders of Preferred Shares and holders of Common Shares shall receive their
ratable and proportionate share of the remaining assets to be distributed in
the ratio of 100 to 1 with respect to such Preferred Shares and Common Shares,
on a per share basis, respectively (subject to the provision for adjustment set
forth in subparagraph C).
(B) In the event there are not sufficient assets
available to permit payment in full of the Liquidation Preference and the
liquidation preferences on all other classes of preferred shares, if any, which
rank on a parity with the Preferred Shares, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event there are not sufficient
assets available to permit payment in full of the Common Payment, then such
remaining assets shall be distributed ratably to the holders of Common Shares.
(C) In the event the Corporation makes any Common Share
Adjustments at any time after the Rights Declaration Date, the amount otherwise
payable to the holders of the Preferred Shares shall be adjusted by multiplying
such amount by the Adjustment Number.
4.7 CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Shares are exchanged for or changed into other
shares or securities, cash and/or any other property, then in any such case the
Preferred Shares shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100
-4-
<PAGE> 5
times the aggregate amount of shares, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged. In the event the Corporation makes any
Common Share Adjustment at any time after the Rights Declaration Date then the
amount set forth in the preceding sentence with respect to the exchange for
change of the Preferred Shares shall be adjusted by multiplying such amount by
the Adjustment Number.
4.8 REDEMPTION. The Preferred Shares shall not be
redeemable.
4.9 RANKING. The Preferred Shares shall rank junior to
all other classes of the Corporation's preferred shares as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.
4.10 AMENDMENT. The Amended Articles of Incorporation of
the Corporation shall not be further amended in any manner that would
materially alter or change the powers, preferences, or special rights of the
Preferred Shares so as to affect them adversely without the affirmative vote of
the holders of a majority of the outstanding Preferred Shares, voting
separately as a class.
4.11 FRACTIONAL SHARES. Preferred Shares may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's factional shares, to exercise voting rights, receive dividends,
participate in distributions, and to have the benefit of all other rights of
holders of Preferred Shares.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 24th day of February, 1988.
/s/ Leo W. Ladehoff
----------------------
Leo W. Ladehoff,
Chairman of the Board
/s/ Thomas G. Amato
----------------------
Thomas G. Amato
Secretary
-5-
<PAGE> 1
EXHIBIT 4.3
-----------
AS AMENDED TO JANUARY 1, 1996
AMCAST INDUSTRIAL CORPORATION
CODE OF REGULATIONS
-------------------
ARTICLE I
---------
SECTION 1. The Annual Meeting of the Stockholders of the
Corporation for the purposes of electing directors and transacting such other
business as may properly come before the meeting shall be held at the principal
office of the Corporation or at such other place either within or without the
State of Ohio as may be specified in the notice of the meeting, on such date
during the fourth or fifth month following the end of each fiscal year of the
Corporation as shall be determined by the Board of Directors or, in the absence
of such determination, on the third Wednesday of December of each year.
SECTION 2. Special meetings may be held at the call of the
president or a majority of the Board of Directors. A written or printed notice
of each annual or special meeting of stockholders stating the time, place and
purpose or purposes thereof shall be given either by personal delivery or by
mail to each stockholder of record entitled to notice thereof, not more than
sixty (60) days nor less than seven (7) days before any such meeting.
SECTION 3. At any Stockholders' Meeting, a majority of the
stock must be represented to constitute a quorum for the transaction of
business, but less than quorum may adjourn to a future day.
SECTION 4. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election as directors of the
Corporation may be made at a meeting of shareholders (i) by or at the direction
of the Board of Directors or by any committee or person appointed by the Board
of Directors or (ii) by any shareholder of the Corporation entitled to vote for
the election of directors at the meeting who complies with the notice procedure
set forth in this paragraph. Any nomination other than those governed by
clause (i) of the preceding sentence shall be made pursuant to timely notice in
writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 50 days nor more than 75 days prior to
the meeting; provided, however, that in the event that less than 60 days'
notice or prior public disclosure of the date of the meeting is given or made
to shareholders, notice by the shareholders to be
<PAGE> 2
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election as a director (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of any such shares of the Corporation or any
subsidiary of the Corporation which are beneficially owned by such person and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election for directors pursuant to
any then existing rule or regulation promulgated under the Securities Exchange
Act of 1934, as amended; and (b) as to the shareholder giving the notice (i)
the name and record address of such shareholder and (ii) the class and number
of shares of the Corporation which are beneficially owned by such shareholder.
The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director. No person shall
be eligible for election as a director unless nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.
This Section 4 of Article I may not be altered, repealed,
amended or superseded, and no amendment to this Code of Regulations which is
inconsistent therewith may be adopted without the affirmative vote of holders
of record of shares entitling them to exercise at least 80% of the voting power
of the Corporation.
ARTICLE II
----------
SECTION 1. The business of the Corporation shall be managed
by a Board of nine directors, which shall be divided into three classes, each
consisting of three directors. A separate election shall be held for each
class of directors at any meeting of stockholders at which a member or members
of more than one class of directors is being elected. At each annual election,
the directors elected to the class whose term shall expire in that year shall
hold office for a term of three years and until their respective successors are
elected.
SECTION 2. The directors shall elect all the officers of the
Corporation and fix their salaries. In the event of the occurrence of any
vacancy or vacancies in the Board of Directors,
-2-
<PAGE> 3
however caused, the remaining directors, though less than a majority of the
whole authorized number of directors, may, by the vote of a majority of their
number, fill any such vacancy for the balance of the unexpired term.
SECTION 3. The regular meeting of the Board of Directors for
the election of officers shall be held immediately after adjournment of each
annual meeting of the stockholders. Other meetings of the Board of Directors
shall be held at such time and place as the Board may designate.
SECTION 4. The Board of Directors may appoint an Executive
Committee of not less than three or more than five of its members, which shall
have charge of the business of the Company between the meetings of the Board,
and may also appoint from time to time, such other committees, standing or
special, as it shall deem best, to consist of not less than three of its
members, and may delegate to such committees such powers and authority as the
Board shall deem proper, and revoke appointments of such committees or restrict
or modify their powers.
SECTION 5. A quorum of the Board of Directors at any
organization, regular, or special meeting shall consist of a majority of the
directors then in office, except that a majority of the directors present at a
meeting duly held, whether or not a quorum is present may adjourn the meeting
from time to time. At each meeting of the Board of Directors at which a quorum
is present, all questions and business shall be determined by a majority vote
of those present except as in this Code of Regulations otherwise expressly
provided.
SECTION 6. The affirmative vote of the holders of shares
entitling them to exercise at least four-fifths of the voting power of the
Corporation entitled to elect directors shall be required to remove all the
directors, or all directors of a particular class, or any individual director
and to elect directors in place of those removed, provided that unless all
directors or all directors of a particular class are removed, no individual
director shall be removed if a sufficient number of shares is voted against
removal which if voted cumulatively for the election of a director in an
election for the entire number of directors of the Corporation, as then fixed
pursuant to Section 1 of this Article II, would be sufficient to elect at least
one director.
SECTION 7. No amendment to the Code of Regulations of the
Corporation shall amend, alter, change or repeal the provisions of this Article
II, unless the amendment effecting such amendment, alteration, change or repeal
shall receive the affirmative vote of shares entitling them to exercise at
least four-fifths of the voting power of the Corporation.
-3-
<PAGE> 4
ARTICLE III
-----------
SECTION 1. The officers of this Corporation shall be a
president, one or more vice presidents, a secretary, a treasurer, and, if
desired by the Board of Directors, a chairman of the board, who shall be a
director, and such other officers and assistants as the Board of Directors may
from time to time determine.
Any two or more offices may be held by one person, except the
offices of president and vice president.
SECTION 2. All officers of the Corporation shall be elected
by the Board of Directors and shall hold office until the meeting of the Board
of Directors following the Annual Meeting of Stockholders or until their
successors are elected and qualified. The Board of Directors may remove any
officer at any time, with or without cause. The Board of Directors may fill
any vacancy in any office occurring from whatever cause.
SECTION 3. Each officer and assistant officer shall have such
duties, responsibilities, powers and authority as may be prescribed by law or
assigned to him by the Board of Directors from time to time.
ARTICLE IV
----------
SECTION 1. The Board of Directors may, by resolution, forbid
the transfer of stock for a period not exceeding thirty (30) days prior to a
meeting of the stockholders or prior to a time when a dividend is payable.
ARTICLE V
---------
SECTION 1. These regulations may be amended or repealed at
any meeting of the Corporation.
ARTICLE VI
----------
SECTION 1. The Corporation shall indemnify each person who at any
time was or is a director or officer of the Corporation, or was or is serving
at the request of the Corporation as a director, trustee, or officer, of
another corporation, domestic or foreign, non-profit, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys,
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of such service in accordance with and to the full
extent then permitted by the law of Ohio. This right of indemnification shall
not be deemed exclusive of any other rights to which any
-4-
<PAGE> 5
person seeking indemnification may be entitled in any capacity under the
Articles or the Regulations or any agreement, vote of stockholders or
disinterested directors, or otherwise both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, trustee, or
officer, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 2. The Board of Directors may authorize the purchase
and maintenance by the Corporation of (1) insurance of the Corporation against
loss caused by the acts of its directors or officers and (2) insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the Corporation as a director, trustee, or
officer of another corporation, domestic or foreign, non-profit or for profit,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under applicable law.
-5-
<PAGE> 1
EXHIBIT 4.4
-----------
AMCAST INDUSTRIAL CORPORATION
-----------------------------
NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN
----------------------------------------------
WHEREAS, the Board of Directors believe that it is beneficial to the
Company that directors of the Company have an opportunity to receive payment of
their annual retainer in common shares of the Company;
NOW, THEREFORE, IT IS RESOLVED that the annual retainer for services
as a director of the Company payable to non-employee directors may be paid to
such directors in accordance with the following plan:
1. Each non-employee director may elect to have 50% or more of his
annual retainer paid in common shares of the Company.
2. A director who elects to have his annual retainer paid in shares
shall file a written notice with the Secretary of the Company on or before the
January 15 of the year for which such election is being made, specifying the
percentage of his annual retainer (but not less than 50%) that he desires to be
paid in common shares. Such election shall continue in effect for the year in
which the election is made and each succeeding year until written notice of
revocation is given by the director to the Secretary of the Company.
3. The closing price of the common shares on January 2 (or the next
business day, if January 2 is not a business day) of the year for which the
election applies shall be used as the basis for determining the number of
shares issuable to the director in payment of his annual retainer. The
percentage of the director's annual stipend not paid in shares shall be paid
ratably over the year in accordance with the normal payment schedule for
director compensation. Certificates for shares issuable in payment of the
director's annual retainer shall be issued as soon as possible after
December 31 of the particular year to which the shares relate and delivered
to the director.
4. The shares that may be issued to directors in payment of the
annual retainer may be treasury shares or authorized and unissued shares.
<PAGE> 1
EXHIBIT 5.1
-----------
THOMPSON HINE & FLORY P.L.L.
2000 COURTHOUSE PLAZA, N.E.
P.O. BOX 8801
DAYTON, OHIO 45401-8801
January 4, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have acted as counsel to Amcast Industrial Corporation, an
Ohio corporation (the "Company"), in connection with the Company's Non-Employee
Directors Stock Compensation Plan (the "Plan") and the Company's Registration
Statement on Form S-8 being filed with the Securities and Exchange Commission
in connection with the Plan.
Please be advised that we have examined such proceedings and
records of the Company, and have made investigation of such other matters, as
in our judgment permits us to render an informed opinion on the matters set
forth herein. Based upon the foregoing, it is our opinion that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Ohio,
with full power to issue and sell its common shares, without par value
("Shares"), pursuant to the Plan; and
(ii) The Shares which may be issued or sold under the Plan
have been duly authorized and, when issued or sold by the Company
pursuant to the Plan, will be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Company's Registration Statement on Form S-8 with respect to the Plan and to
the use of our firm name, and the statements made with respect to us, appearing
under Item 5 of Part II of such Registration Statement.
Very truly yours,
/s/ Thompson Hine & Flory P.L.L.
<PAGE> 1
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Amcast Industrial Corporation with
respect to the Non-Employee Directors Stock Compensation Plan of our report
dated October 10, 1995 with respect to the consolidated financial statements
and schedule of Amcast Industrial Corporation included in its Annual Report
(Form 10-K) for the year ended August 31, 1995, filed with the Securities and
Exchange Commission.
Dayton, Ohio /s/ ERNST & YOUNG LLP
January 9, 1996
<PAGE> 1
EXHIBIT 24.1
------------
POWER OF ATTORNEY
-----------------
WHEREAS, Amcast Industrial Corporation, an Ohio corporation (the
"Company") intends to file with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 covering 25,000 of its common shares, without par value, that may be
issued to non-employee directors of the Company in payment of their annual
retainer (the "Registration Statement");
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, hereby appoints John H. Shuey to be his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to execute in his name, place and stead, as aforesaid, the Registration
Statement and any post-effective amendment thereto, and any and all other
instruments necessary or incidental in connection therewith, and to file the
same with the Securities and Exchange Commission. Said attorney shall have
full power and authority to do and perform, in the name and on behalf of the
undersigned, in the aforesaid capacity, every act whatsoever necessary or
desirable to be done, as fully to all intents and purposes as the undersigned
might or could do in person. The undersigned hereby ratifies and approves the
acts of said attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
13th day of December, 1995.
/s/ Ivan W. Gorr /s/ Earl T. O'Loughlin
- ------------------------------ ------------------------------
Ivan W. Gorr Earl T. O'Loughlin
/s/ Leo W. Ladehoff /s/ R. William Van Sant
- ------------------------------ ------------------------------
Leo W. Ladehoff R. William Van Sant
/s/ William G. Roth /s/ Peter H. Forster
- ------------------------------ ------------------------------
William G. Roth Peter H. Forster
/s/ Walter E. Blankley /s/ James K. Baker
- ------------------------------ -------------------------------
Walter E. Blankley James K. Baker
