<PAGE> 1
================================================================================
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
AMCAST INDUSTRIAL CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(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.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
Amcast Logo
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 18, 1997
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 Thursday, December 18, 1997, at 10 a.m.,
E.S.T., for the purpose of considering and voting upon:
1. Election of three directors to serve for a term of three years;
2. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1998; and
3. Transaction of such other business as may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors of the Company has fixed the close of business on
October 24, 1997, 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 12, 1997
<PAGE> 3
Amcast Logo
PROXY STATEMENT FOR 1997 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 18, 1997, and any adjournment
thereof. The Company has one class of shares outstanding, namely Common Shares,
of which there were 9,185,499 outstanding at the close of business on October
24, 1997. The close of business on October 24, 1997, 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 12, 1997.
<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 1997 Annual Meeting, shareholders will elect three directors who
will hold office until the Annual Meeting of Shareholders in 2000. The board has
nominated Peter H. Forster, Ivan W. Gorr, and Leo W. Ladehoff for election as
directors at the 1997 Annual Meeting.
It is the intention of the proxy agents named in the accompanying proxy to
vote such proxy for election of Messrs. Forster, Gorr, and Ladehoff. Should any
of them be unable to accept the office of director, an eventuality that is not
anticipated, proxies may be voted with discretionary authority for a substitute
nominee or nominees designated by the Board of Directors.
Set forth below is information about the three nominees for election as a
director and the directors whose terms of office will continue after the 1997
Annual Meeting. Messrs. Forster, Gorr, and Ladehoff are presently directors and
are nominated to succeed themselves.
Nominees for a Term of Office Expiring in 2000
IVAN W. GORR (Retired), age 68, 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 OHM Corporation, Fifth Third Bancorp, Arvin
Industries, Inc., and Borg-Warner Automotive, Inc.
PETER H. FORSTER, age 55, has been a director of the Company since May 1988. Mr.
Forster has been Chairman since April 1988 of DPL Inc. (a holding company whose
principal subsidiary is The Dayton Power and Light Company). He served as Chief
Executive Officer from April 1986 until December 1996 and served as President
from April 1988 until September 1995 of DPL Inc. Mr. Forster also 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 ComAir Inc.
LEO W. LADEHOFF (Retired), age 65, 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.
Directors Continuing in Office Until 1999
JAMES K. BAKER, age 65, has been a director of the Company since December 1993.
Mr. Baker has been Vice Chairman of Arvin Industries, Inc. (a leading
manufacturer of automotive emission and ride control systems) since February
1996. From 1986 to 1996, he served as Chairman and from 1986 to 1993 he served
as Chairman and Chief Executive Officer of Arvin Industries, Inc. Mr. Baker is
also a director of Arvin Industries, Inc., First Chicago NBD Bank, CINergy
Corporation of Cincinnati, Tokheim Corporation, The Geon Company, and Calspan
SRL.
GENERAL EARL T. O'LOUGHLIN, USAF (Retired), age 67, 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 Chairman of the Board of
Directors of Huron Community Bank.
2
<PAGE> 5
R. WILLIAM VAN SANT, age 59, 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 manufacturer of carbon, alloy and stainless steel
plate, sheet and strip) and from October 1991 to December 1991, he was President
and Chief Operating Officer 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. Mr. Van Sant is also a director of Lukens Inc.
Directors Continuing in Office Until 1998
WALTER E. BLANKLEY, age 62, has been a director of the Company since February
1994. Mr. Blankley has been Chairman and Chief Executive Officer of Ametek, Inc.
(a 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 its Senior Vice President. Mr.
Blankley is a director of Ametek, Inc. and CDI Corporation.
WILLIAM G. ROTH (Retired), age 59, 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, he was its 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, Teknowledge Corporation, and Service Experts, Inc.
JOHN H. SHUEY, age 51, 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 of the Company from December 1993 to March
1995. Mr. Shuey was Executive Vice President of the Company from February 1991
to December 1993. Mr. Shuey is also a director of Cooper Tire & Rubber Company.
Certain Information Concerning the Board of Directors
There were seven meetings of the Board of Directors during fiscal 1997. The
Board of Directors has four standing committees (the number of meetings of each
committee in fiscal 1997 is shown in parentheses): Executive Committee (0),
Audit Committee (3), Compensation Committee (4), and Pension Review Committee
(1).
The Executive Committee (Messrs. Ladehoff (Chairman), Baker, Shuey, 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, and
O'Loughlin) reviews the administration of retirement plans, investment manager
and trustee performance, and the results of independent audits of plan financial
statements.
During fiscal 1997, 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 $1,333 for services as
a director and $1,000 for each meeting of the Board of Directors that he
attends. The chairman of the board, if not otherwise an executive officer of the
Company, receives $2,000 for each meeting of the Board of Directors that he
attends. A fee of $750 ($850 for committee chairman) is paid for each committee
meeting attended. A director may elect to defer receipt of fees payable to him
and interest is 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 as specified by him.
The Company's 1989 Director Stock Option Plan, approved by shareholders in
December 1988, provides that options to purchase up to a maximum of 120,000
shares may be granted to directors who are not employed by the Company. Under
the plan, each nonemployee director, who is a director of the Company on the
first business day of January of each year, is automatically granted an option
to purchase 1,500 shares at an option price per share equal to the fair market
value of a share on the date of grant. Options become exercisable one year after
grant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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
changes 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, 1996 through August 31, 1997 have been met.
4
<PAGE> 7
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Set forth in the table below is information as of October 24, 1997, 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 24, 1997.
<TABLE>
<CAPTION>
(A) (B)
NUMBER OF SHARES,
INCLUDING OPTION
SHARES SHOWN IN
COLUMN (B), OPTION SHARES
BENEFICIALLY OWNED WHICH MAY BE
AS OF 10/24/97 ACQUIRED WITHIN 60
INDIVIDUALS OR GROUP (1)(2) DAYS OF 10/24/97
- - ----------------------------------------- -------------------- --------------------
<S> <C> <C>
James K. Baker 6,777 4,500
Walter E. Blankley 7,115 3,000
Peter H. Forster 12,977 6,000
Ivan W. Gorr 9,500 4,500
Leo W. Ladehoff 224,207 88,852
Dean Meridew 15,123 8,588
Earl T. O'Loughlin 9,637 4,500
Michael N. Powell 19,466 16,766
William G. Roth 19,977 6,000
John H. Shuey 117,702 81,127
R. William Van Sant 6,477 1,500
Thomas K. Walker 34,989 28,385
Douglas D. Watts 14,725 12,258
Directors, nominees, and executive
officers as a group (20 persons) 592,570 315,925
</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 2.4% of the outstanding Common Shares. Mr.
Shuey beneficially owns 1.2%. No other director or officer owns in excess of
1% of the Common Shares. Directors, nominees and executive officers as a
group own 6.2% of the Common Shares. Percentages are calculated on the basis
of the number of shares outstanding at October 24, 1997, plus the number of
shares subject to outstanding options held by the individual or group which
are exercisable within 60 days thereafter.
5
<PAGE> 8
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
PHILOSOPHY. The Company's executive compensation program is based on two
objectives: provide market-competitive compensation opportunities and create a
strong link among the interests of the shareholders, the Company's financial
performance, and the total compensation of the Company's executive officers.
The Compensation Committee of the Board of Directors (the "Committee")
consists of three board members, none of whom is a past or present employee of
the Company. The Committee meets periodically and reviews executive compensation
and makes recommendations to the 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 with regard to business acumen,
management competencies and personal competencies, determined by individual
achievement in a number of areas, including, earnings adequacy, business
planning, asset management, leadership, staffing and development, customer
satisfaction and quality commitment. 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.
Shuey has been Chief Executive Officer since March of 1995. His fiscal 1997
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 1997.
ANNUAL INCENTIVES. Annual incentives for Named Executive Officers (other
than 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.
Shuey was not awarded an annual incentive payment because of the Company's
disappointing earnings compared to prior year and plan. However, the Committee
considered the Speedline acquisition to be a major strategic step for the
Company with ramifications well beyond the past year. In recognition of Mr.
Shuey's invaluable role in the acquisition, the Committee recommended and the
Board approved a special one time grant of an option to purchase 50,000 shares
at the average market price of $25.1875 per share based on the price of such
shares on the day of the grant.
LONG-TERM INCENTIVES. Long-term incentives are provided under the Long-Term
Incentive Plan ("LTIP"). The LTIP provides for grants of two types of awards,
stock options and cash.
6
<PAGE> 9
Stock option grants are awarded to the Named Executive Officers, including
Mr. Shuey, under the LTIP. The grant of stock options to senior executives
provides additional compensation and more strongly aligns their interest with
those of the shareholders. Stock option grants are of a number of shares which
could be purchased at market value on the day of the grant for a sum equal to
the percentage of the Named Executive Officer's salary as designated under the
LTIP. Neither 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, which must be used to purchase common shares, are
awarded to Named Executive Officers, including Mr. Shuey, 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
specified goals for 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 1997, the grants issued in fiscal 1994
matured. The Company's average annual ROE, as adjusted, during the period was
13.84%, cash award payments under the fiscal 1994 grants were 105.67% of the
original grant.
STOCK OWNERSHIP GUIDELINES. The Company believes that it is important for
executive officers to acquire a meaningful 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 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.
No employee of the Company received remuneration from the Company in excess
of $1,000,000 in the taxable year.
The Committee believes that the above compensation plans compensate
executives appropriately and competitively.
Respectfully submitted,
COMPENSATION COMMITTEE
William G. Roth, Chairman
Peter H. Forster
R. William Van Sant
7
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table presents, for fiscal years ended August 31, 1997, 1996,
and 1995, 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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------
AWARDS
----------
SHARES
ANNUAL COMPENSATION UNDERLYING PAYOUTS
-------------------- OPTIONS ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED(1) LTIP PAYOUTS COMPENSATION(2)
- - ------------------------------ ---- -------- -------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
John H. Shuey................. 1997 $380,962 $ 0 16,940 $150,183 $ 2,474
President & Chief 1996 $335,153 $180,000 14,587 $160,714 $ 3,316
Executive Officer 1995 $282,365 $150,000 9,600 $129,002 $ 2,429
Thomas K. Walker (3).......... 1997 $232,500 $ 22,560 9,474 $ 0 $ 2,596
President, Amcast Automotive 1996 $225,000 $ 40,900 8,911 $ 0 $ 545
Douglas D. Watts.............. 1997 $165,875 $ 46,036 4,519 $ 0 $ 2,273
Vice President, Finance 1996 $160,977 $ 46,345 4,092 $ 0 $ 2,389
1995 $155,000 $ 61,448 3,647 $ 0 $ 698
Michael N. Powell............. 1997 $161,692 $ 41,683 6,737 $ 0 $ 1,814
President, 1996 $144,300 $ 48,677 3,570 $ 0 $ 1,798
Amcast Flow Control 1995 $131,205 $ 29,150 3,059 $ 0 $ 497
Dean Meridew.................. 1997 $114,658 $ 49,088 3,088 $ 0 $ 840
Vice President, Europe, 1996 $107,115 $ 44,989 0 $ 0 $ 2,128
Amcast Automotive 1995 $ 98,581 $ 39,060 0 $ 0 $ 1,715
</TABLE>
- - --------------------------------------------------------------------------------
(1) Number of shares subject to options granted under the terms of the Long-Term
Incentive Plan for the period presented.
(2) Reflects dollar value of Company shares contributed to officer accounts in
defined contribution plans which are available to all salaried employees of
the Company.
(3) Mr. Walker became President of Amcast Automotive on August 21, 1995.
8
<PAGE> 11
CERTAIN EMPLOYMENT ARRANGEMENTS
The Company has entered into severance agreements with Messrs. Shuey,
Walker, Powell, Watts, Meridew, and certain 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, one and one-half, or two
times 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 three 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
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 1997.
OPTION GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
--------------------------------------------------------------- ANNUAL RATES OF STOCK
NUMBER % OF PRICE
OF SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- - ---------------------- ---------- ------------- -------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
John H. Shuey......... 16,940 13.71% $17.8125 9/2/2000 $ 65,027 $ 140,038
Thomas K. Walker...... 9,474 7.67% $17.8125 9/2/2000 $ 36,367 $ 78,318
Douglas D. Watts...... 4,519 3.66% $17.8125 9/2/2000 $ 17,347 $ 37,357
Michael N. Powell..... 6,737 5.45% $17.8125 9/2/2000 $ 25,860 $ 55,692
Dean Meridew.......... 3,088 2.50% $17.8125 9/2/2000 $ 11,853 $ 25,527
2,500 2.02% $24.7188 8/21/2002 $ 17,073 $ 37,727
</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
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, 1997, and the unexercised options held by such
executives as of August 31, 1997.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SHARES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FISCAL YEAR-
SHARES VALUE FISCAL YEAR-END END(2)
ACQUIRED REALIZED EXERCISABLE(E) EXERCISABLE(E)
NAME ON EXERCISE (1) UNEXERCISABLE(U) UNEXERCISABLE(U)
- - ---------------------------------- ----------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C>
John H. Shuey..................... 7,579 $17,853 64,187(E) $335,016(E)
16,940(U) $106,405(U)
Thomas K. Walker.................. 0 $ 0 18,911(E) $100,010(E)
9,474(U) $ 59,508(U)
Douglas D. Watts.................. 0 $ 0 7,739(E) $ 31,470(E)
4,519(U) $ 28,385(U)
Michael N. Powell................. 1,600 $ 3,800 10,029(E) $ 34,649(E)
6,737(U) $ 42,316(U)
Dean Meridew...................... 500 $ 2,844 6,500(E) $ 33,014(E)
5,588(U) $ 19,396(U)
</TABLE>
- - ---------------
(1) Represents the excess of the market value of the acquired shares on the date
of exercise over the aggregate option price paid.
(2) The excess, where applicable, of the market value, of $24.0938 per share
(the average of the high and low sale price on August 31, 1997) 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 1997.
LONG-TERM INCENTIVE PLAN -- AWARDS IN FISCAL 1997
<TABLE>
<CAPTION>
PERFORMANCE
OR OTHER
PERIOD
PERCENTAGE UNTIL ESTIMATED FUTURE PAYOUTS
OF MATURATION ---------------------------------
NAME SALARY (1) OR PAYOUT THRESHOLD TARGET MAXIMUM
- - ---------------------------------- ---------- ----------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
John H. Shuey..................... 85% (2) $75,438 $301,750 $452,625
Thomas K. Walker.................. 75% (2) $42,188 $168,750 $253,125
Douglas D. Watts.................. 50% (2) $20,125 $ 80,500 $120,750
Michael N. Powell................. 75% (2) $30,000 $120,000 $180,000
Dean Meridew...................... 50% (2) $13,750 $ 55,000 $ 82,500
</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 year 1997, 1998, and 1999. The future
payouts, if any, are based upon salaries at September 1, 1996.
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 $125,000.
The Company also has a Nonqualified Supplementary Benefit Plan (the
"Supplemental Plan") which provides supplemental retirement benefits for Mr.
Shuey, Mr.Walker, Mr. Powell, Mr. Watts, Mr. Meridew, 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 24, 1997, for executive officers named in the Summary
Compensation Table were as follows: Mr. Shuey -- 6.7; Mr. Walker -- 2.2; Mr.
Watts - 3.2; Mr. Powell -- 3.5; and Mr. Meridew -- 12.6.
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.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL AVERAGE
ANNUAL EARNINGS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- - ------------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
100,000.................. $ 22,473 $ 29,933 $ 37,484 $ 44,945
150,000.................. $ 34,973 $ 46,583 $ 58,334 $ 69,945
200,000.................. $ 47,473 $ 63,233 $ 79,184 $ 94,945
250,000.................. $ 59,973 $ 79,883 $100,034 $119,945
300,000.................. $ 72,473 $ 96,533 $120,884 $144,945
350,000.................. $ 84,973 $113,183 $141,734 $169,945
400,000.................. $ 97,473 $129,833 $162,584 $194,945
450,000.................. $109,973 $146,483 $183,434 $219,945
500,000.................. $122,473 $163,133 $204,284 $244,945
550,000.................. $134,973 $179,783 $225,134 $269,945
600,000.................. $147,473 $196,433 $245,984 $294,945
</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, 1997, of a $100
investment made on August 31, 1992, in Company shares and each index, with all
dividends reinvested. The price for the common stock on the New York Stock
Exchange on August 31, 1997, based on an average of the high and the low price
for that day, was $24.0938 per share.
[GRAPH]
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered)
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
AMCAST 131 153 140 135 188
S&P 500 115 122 148 175 246
S&P Mfg.- Diversified Ind. 140 145 187 220 338
</TABLE>
13
<PAGE> 16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is certain information about the only persons known by the
Board of Directors of the Company to be a beneficial owner of more than five
percent of the outstanding Common Shares of the Company as of October 24, 1997:
<TABLE>
<CAPTION>
NUMBER OF COMMON PERCENT
SHARES BENEFICIALLY OF
NAME AND ADDRESS OWNED AS OF 10/24/97(1) CLASS
----------------------------------------------- ----------------------- -------
<S> <C> <C>
Pioneering Management Corporation (2).......... 851,900 9.3%
60 State Street
Boston, MA 02114
J. P. Morgan Investment Management, Inc. (2)... 582,000 6.3%
60 Wall Street
New York, NY 10260
Zacchello Family Group (3)..................... 478,240 5.2%
c/o Mr. Giancarlo Zacchello
San Marco 3055
Venice, Italy
</TABLE>
- - ---------------
(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 24, 1997, or (b) over
which he exercises sole or shared voting or investment power.
(2) Pioneering Management Corporation and J. P. Morgan Investment Management,
Inc. are investment advisors registered under the Investment Advisors Act of
1940.
(3) The Company purchased Speedline S.p.A. from the Zacchello Group on August
19, 1997. The 478,240 shares were issued by the Company to the Zacchello
Group as part payment of the purchase price. The 478,240 shares have been
deposited into an escrow account as security for certain price adjustments
or indemnification payments, if any, that the Company may be entitled to in
connection with the acquisition. Under the terms of the escrow, the members
of the Group are entitled to vote the shares held in escrow and the shares
will be released to them beginning on August 19, 1999 in accordance with
formulas set forth in the acquisition agreement.
14
<PAGE> 17
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors for the year
ended August 31, 1997. 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, 1998, 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 1998 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 15,
1998, in order to be eligible for such inclusion. The 1998 Annual Meeting of
Shareholders is presently scheduled for December 17, 1998.
By Order of the Board of Directors
Denis G. Daly, Secretary
15
<PAGE> 18
PROXY
AMCAST INDUSTRIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS DECEMBER 18, 1997
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
P
R The undersigned holder(s) of common shares of AMCAST INDUSTRIAL
O CORPORATION, an Ohio corporation (the "Company") hereby appoints John
X H. Shuey and Leo W. Ladehoff, and each of them, attorneys of the
Y 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 Thursday, December 18,
1997, at 10 a.m., and at any adjournment thereof, as follows:
1. Election of Directors. Nominees for directors are: Ivan W.
Gorr, Peter H. Forster, and Leo W. Ladehoff.
2. Ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year
ending August 31, 1998.
3. In their discretion, upon such other business as may
properly come before the meeting, or at any adjournment
thereof.
(PLEASE SIGN ON REVERSE SIDE)
PLEASE VOTE, SIGN, AND RETURN THE ABOVE PROXY
[AMCAST LOGO]
INDUSTRIAL CORPORATION
- - --------------------------------------------------------------------------------
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of Shareholders of
the Amcast Industrial Corporation, which will be held at the Corporate Center,
7887 Washington Village Drive, Dayton, Ohio, at 10 a.m. on Thursday, December
18, 1997.
The accompanying Notice of Annual Meeting of Shareholders and Proxy Statement
describe the items to be considered and acted upon by the shareholders.
Whether or not you plan to attend this meeting, please sign, date, and return
your proxy form above as soon as possible so that your shares can be voted at
the meeting in accordance with your instructions. If you attend the meeting, you
may revoke your proxy, if you wish, and vote personally. It is very important
that your stock be represented.
Sincerely,
/s/ John H. Shuey
John H. Shuey
President and Chief Executive Officer
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
[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 AND 2.
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES. DIRECTORS RECOMMEND A VOTE FOR ITEMS 2 AND 3.
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of All [ ] [ ] 2. Ratification of the [ ] [ ] [ ]
Directors. appointment of Ernst &
(see reverse) Young LLP as
For all except the following nominee(s): independent auditors.
----------------------------------------
3. 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, 1997.
----------------------------------------------------------
----------------------------------------------------------
SIGNATURES(S) DATE
PLEASE VOTE, SIGN AND RETURN THE ABOVE PROXY
[AMCAST LOGO]
INDUSTRIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DATE: DECEMBER 18, 1997
TIME: 10:00 a.m.
PLACE: AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
</TABLE>
