<PAGE> 1
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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: ...........................................................
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<PAGE> 2
Amcast Logo
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 17, 1998
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 17, 1998, 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, 1999; 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 22, 1998, as the record date for determination of shareholders entitled
to notice of and to vote at the Annual Meeting or any adjournment thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. FOR THAT
REASON WE ASK THAT YOU PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED. GIVING THE PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
By Order of the Board of Directors
Denis G. Daly, Secretary
Washington Park I
7887 Washington Village Drive
Dayton, Ohio 45459
November 10, 1998
<PAGE> 3
Amcast Logo
PROXY STATEMENT FOR 1998 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 17, 1998, and any adjournment
thereof. The Company has one class of shares outstanding, namely Common Shares,
of which there were 9,206,529 outstanding at the close of business on October
22, 1998. The close of business on October 22, 1998 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting, and each such shareholder is entitled to one vote per share.
All Common Shares represented by properly executed proxies received by the
Board of Directors pursuant to this solicitation will be voted in accordance
with the shareholder's directions specified on the proxy. If no directions have
been specified by marking the appropriate squares on the accompanying proxy
card, the shares will be voted in accordance with the Board of Directors'
recommendations. A shareholder signing and returning the accompanying proxy has
the power to revoke it at any time prior to its exercise by voting in person at
the meeting, by delivering to the Company a later dated proxy, or by giving
notice to the Secretary of the Company in writing or in open meeting but without
affecting any vote previously taken.
The presence, in person or by properly executed proxy, of the holders of a
majority of the Company's outstanding shares is necessary to constitute a quorum
at the Annual Meeting. Shares represented by proxies received by the Company
will be counted as present at the Annual Meeting for the purpose of determining
the existence of a quorum, regardless of how or whether such shares are voted on
a specific proposal. Abstentions will be treated as votes cast on a particular
matter as well as shares present at the Annual Meeting. Where nominee
shareholders do not vote on specific issues because they did not receive
specific instructions on such issues from the beneficial owners of such shares
("Broker Nonvotes"), such Broker Nonvotes will not be treated as either votes
cast or shares present.
This proxy statement and the accompanying form of proxy were first mailed
to shareholders on or about November 10, 1998.
<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 1998 Annual Meeting, shareholders will elect three directors who
will hold office until the Annual Meeting of Shareholders in 2001. The Board has
nominated Walter E. Blankley, William G. Roth, and John H. Shuey for election as
directors at the 1998 Annual Meeting.
It is the intention of the proxy agents named in the accompanying proxy to
vote such proxy for election of Messrs. Blankley, Roth, and Shuey. Should any of
them be unable to accept the office of director, an eventuality that is not
anticipated, proxies may be voted with discretionary authority for a substitute
nominee or nominees designated by the Board of Directors. Messrs. Blankley,
Roth, and Shuey are presently directors and are nominated to succeed themselves.
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 1998
Annual Meeting.
Nominees for a Term of Office Expiring in 2001
WALTER E. BLANKLEY, age 63, 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 and precision electronic
instruments) since April 1993. Mr. Blankley is a director of Ametek, Inc. and
CDI Corporation.
WILLIAM G. ROTH, age 60, has been a director of the Company since December 1989.
Mr. Roth, retired, 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.
Mr. Roth is also a director of Dravo Corporation, Teknowledge Corporation, and
Service Experts, Inc.
JOHN H. SHUEY, age 52, has been Chairman, President and Chief Executive Officer
of the Company since December 1997 and a director since March 1994. Mr. Shuey
was President and Chief Executive Officer of the Company from March 1995 to
December 1997. Mr. Shuey was President and Chief Operating Officer of the
Company from December 1993 to March 1995. Mr. Shuey is also a director of Cooper
Tire & Rubber Company.
Directors Continuing in Office Until 2000
PETER H. FORSTER, age 56, 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). 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.
IVAN W. GORR, age 69, has been a director of the Company since February 1990.
Mr. Gorr, retired, 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 Fifth Third Bancorp, Arvin Industries, Inc., and
Borg-Warner Automotive, Inc.
2
<PAGE> 5
LEO W. LADEHOFF, age 66, has been a director of the Company since 1978. Mr.
Ladehoff, retired, was Chairman of the Board of the Company from December 1980
to December 1997, and served as Chief Executive Officer from May 1979 to March
1995.
Directors Continuing in Office Until 1999
JAMES K. BAKER, age 66, has been a director of the Company since December 1993.
Mr. Baker, retired, was Vice Chairman of Arvin Industries, Inc. (a leading
manufacturer of automotive emission and ride control systems) from February 1996
to February 1998. From 1986 to 1996, he served as Chairman of Arvin Industries,
Inc. Mr. Baker is also a director of CINergy Corporation, Tokheim Corporation,
The Geon Company, and Veridian Corp.
GENERAL EARL T. O'LOUGHLIN, USAF, age 68, has been a director of the Company
since December 1987. General O'Loughlin, retired, 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.
R. WILLIAM VAN SANT, age 60, has been a director of the Company since October
1993. From December 1991 to May 1998, Mr. Van Sant was 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.
Certain Information Concerning the Board of Directors
There were six meetings of the Board of Directors during fiscal 1998. The
Board of Directors has four standing committees (the number of meetings of each
committee in fiscal 1998 is shown in parentheses): Executive Committee (0),
Audit Committee (2), Compensation Committee (4), and Pension Review Committee
(1).
The Executive Committee (Messrs. Shuey (Chairman), Baker, Forster, and
Ladehoff) 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.
The Audit Committee (Messrs. Gorr (Chairman), Ladehoff, 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.
3
<PAGE> 6
The Compensation Committee (Messrs. Roth (Chairman), Baker, 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 1998, 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 yearly fee of $16,000, which is
payable in cash or Company shares at the option of the director, and a grant of
200 restricted shares for services as a director and $1,000 for each meeting of
the Board of Directors that he attends. A fee of $1,000 is paid for each
committee meeting attended. A director may elect to defer receipt of fees
payable to him into a cash account upon which the Company pays interest or, at
the director's option, into Company shares. 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 Incentive 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.
The Company believes that it is important for directors to have a
meaningful ownership position in the Company. Stock ownership guidelines are
therefore established for directors. Directors are expected to achieve ownership
levels of Company stock equal in value to three times their yearly fee and
restricted stock 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, 1997 through August 31, 1998 have been met except that
one transaction by Mr. Walker and one transaction by Robert Collevechio, Vice
President, Human Resources, were inadvertently filed after the due date.
4
<PAGE> 7
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
Set forth in the table below is information as of October 22, 1998, 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 22, 1998.
<TABLE>
<CAPTION>
(A)
NUMBER OF SHARES, (B)
INCLUDING OPTION SHARES OPTION SHARES
SHOWN IN COLUMN (B), WHICH MAY BE
BENEFICIALLY OWNED AS OF ACQUIRED WITHIN 60 DAYS
INDIVIDUALS OR GROUP 10/22/98 (1)(2) OF 10/22/98
-------------------- ------------------------ -----------------------
<S> <C> <C>
James K. Baker........................... 8,963 6,000
Walter E. Blankley....................... 9,301 4,500
Peter H. Forster......................... 15,163 6,000
Ivan W. Gorr............................. 11,000 6,000
Leo W. Ladehoff.......................... 225,507 90,352
Dean Meridew............................. 15,162 13,982
Earl T. O'Loughlin....................... 11,480 6,000
Michael N. Powell........................ 25,796 20,979
William G. Roth.......................... 22,163 6,000
John H. Shuey............................ 183,992 141,278
R. William Van Sant...................... 11,163 3,000
Thomas K. Walker......................... 48,947 35,672
Douglas D. Watts......................... 19,847 14,438
Directors, nominees, and executive
officers as a group (22 persons).......
</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 2.34% of the outstanding Common Shares. Mr.
Shuey beneficially owns 1.91%. No other director or officer owns in excess
of 1% of the Common Shares. Directors, nominees and executive officers as a
group own 7.5103% of the Common Shares. Percentages are calculated on the
basis of the number of shares outstanding at October 22, 1998, 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 directors, 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 1998
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 competitive data midpoint during fiscal 1998.
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's 1998 annual incentive payment of $200,000 was specified by the Board
based on the Board's evaluation of the Company's performance in fiscal 1998 and
a review of Mr. Shuey's performance by the Board. The Board considered a number
of factors including progress in implementation of the corporate strategy and
the Company's income and performance of the Common Share price during the fiscal
year.
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.
Stock option grants are awarded to the Named Executive Officers, including
Mr. Shuey, under the LTIP and other provisions of the 1989 Stock Incentive Plan.
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
6
<PAGE> 9
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 fiscal 1998, the grants issued in fiscal
1995 matured. The Company's average annual ROE, as adjusted, during the period
was 12.65%, cash award payments under the fiscal 1995 grants were 52.5% 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
James K. Baker
R. William Van Sant
7
<PAGE> 10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table presents, for fiscal years ended August 31, 1998, 1997,
and 1996, 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>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- -------------------------
AWARDS PAYOUTS
---------- ------------
SHARES
UNDERLYING
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 1998 $421,615 $200,000 63,530 $107,100 $1,500
Chairman, President & 1997 $380,962 $ 0 16,940 $150,183 $2,474
Chief Executive Officer 1996 $335,153 $180,000 14,587 $160,714 $3,316
Thomas K. Walker 1998 $244,462 $ 29,700 7,287 $ 0 $1,500
President, 1997 $232,500 $ 22,560 9,474 $ 0 $2,596
Amcast Automotive 1996 $225,000 $ 40,900 8,911 $ 0 $ 545
Michael N. Powell 1998 $173,846 $ 85,850 5,271 $ 34,125 $1,255
President, 1997 $161,692 $ 41,683 6,737 $ 0 $1,814
Amcast Flow Control 1996 $144,300 $ 48,677 3,570 $ 0 $1,798
Douglas D. Watts 1998 $176,731 $ 32,060 3,463 $ 40,688 $1,139
Vice President, Finance 1997 $165,875 $ 46,036 4,519 $ 0 $2,273
1996 $160,977 $ 46,345 4,092 $ 0 $2,389
Dean Meridew 1998 $137,877 $ 50,875 2,894 $ 0 $ 276
Vice President, 1997 $114,658 $ 49,088 3,088 $ 0 $ 840
Amcast Europe 1996 $107,115 $ 44,989 0 $ 0 $2,128
</TABLE>
- - ---------------
(1) Reflects number of shares subject to options granted under the 1989 Stock
Incentive Plan.
(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.
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<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 1998.
OPTION GRANTS IN FISCAL 1998
<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........... 13,530 9.83% $24.1875 9/1/07 $205,808 $ 521,561
50,000 36.34% $25.1875 10/16/07 $792,009 $2,007,116
Thomas K. Walker........ 7,287 5.30% $24.1875 9/1/07 $110,844 $ 280,902
Michael N. Powell....... 5,271 3.83% $24.1875 9/1/07 $ 80,178 $ 203,188
Douglas D. Watts........ 3,463 2.52% $24.1875 9/1/07 $ 52,676 $ 133,493
Dean Meridew............ 2,894 2.10% $24.1875 9/1/07 $ 44,020 $ 111,559
</TABLE>
- - ---------------
(1) All options first became exercisable one year after the date of grant. 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, 1998, and the unexercised options held by such
executives as of August 31, 1998.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES VALUE FISCAL YEAR-END FISCAL YEAR-END (2)
ACQUIRED REALIZED EXERCISABLE (E) EXERCISABLE (E)
NAME ON EXERCISE (1) UNEXERCISABLE (U) UNEXERCISABLE (U)
---- ----------- ------------ ----------------- -------------------
<S> <C> <C> <C> <C>
John H. Shuey.................. 3,379 $13,304.81 77,748(E) $0(E)
63,530(U) $0(U)
Thomas K. Walker............... 0 $ 0 28,385(E) $0(E)
7,287(U) $0(U)
Michael N. Powell.............. 1,058 $ 4,165.87 15,708(E) $0(E)
5,271(U) $0(U)
Douglas D. Watts............... 1,283 $ 5,051.81 10,975(E) $0(E)
3,463(U) $0(U)
Dean Meridew................... 1,000 $ 7,000.00 11,088(E) $0(E)
2,894(U) $0(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) At August 31, 1998, the closing price per share of the Common Shares was
less than the option price of outstanding options.
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 1998.
LONG-TERM INCENTIVE PLAN -- AWARDS IN FISCAL 1998
<TABLE>
<CAPTION>
PERFORMANCE
OR OTHER PERIOD ESTIMATED FUTURE PAYOUTS
PERCENTAGE OF UNTIL MATURATION ---------------------------------
NAME SALARY (1) OR PAYOUT THRESHOLD TARGET MAXIMUM
---- ------------- ---------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
John H. Shuey............. 85% (2) $81,813 $327,250 $490,875
Thomas K. Walker.......... 75% (2) $44,063 $176,250 $264,375
Michael N. Powell......... 75% (2) $31,875 $127,500 $191,250
Douglas D. Watts.......... 50% (2) $20,938 $ 83,750 $125,625
Dean Meridew.............. 50% (2) $17,500 $ 70,000 $105,000
</TABLE>
- - ---------------
(1) Awards consist of the designation of target percentages of annual salary to
be paid at the end of the performance period 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 1998, 1999, and 2000. The future
payouts, if any, are based upon fiscal year 1998 salaries.
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 $130,000.
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 22, 1998, for executive officers named in the Summary
Compensation Table were as follows: Mr. Shuey -- 7.7; Mr. Walker -- 3.2; Mr.
Powell -- 4.5; Mr. Watts -- 4.2; and Mr. Meridew -- 13.6.
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>
$200,000.............. $ 47,315 $ 63,024 $ 78,922 $ 94,630
$250,000.............. $ 59,815 $ 79,674 $ 99,772 $119,630
$300,000.............. $ 72,315 $ 96,324 $120,622 $144,630
$350,000.............. $ 84,815 $112,974 $141,472 $169,630
$400,000.............. $ 97,315 $129,624 $162,322 $194,630
$450,000.............. $109,815 $146,274 $183,172 $219,630
$500,000.............. $122,315 $162,924 $204,022 $244,630
$550,000.............. $134,815 $179,574 $224,872 $269,630
$600,000.............. $147,315 $196,224 $245,722 $294,630
</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, 1998, of a $100
investment made on August 31, 1993, in Company shares and each index, with all
dividends reinvested. The price for the Common Shares on the New York Stock
Exchange on August 31, 1998, based on an average of the high and the low price
for that day, was $15.75 per share.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1994 116.69 105.47 111.92
1995 107.20 128.09 146.19
1996 103.25 152.08 181.24
1997 143.54 213.90 257.13
1998 92.96 231.21 227.02
</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 22, 1998:
<TABLE>
<CAPTION>
NUMBER OF COMMON PERCENT
SHARES BENEFICIALLY OF
NAME AND ADDRESS OWNED AS OF 10/22/98(1) CLASS
---------------- ----------------------- -------
<S> <C> <C>
Pioneering Management Corporation (2).......... 549,000 6%
60 State Street
Boston, MA 02114
Dimensional Fund Advisors, Inc. (2)............ 514,200 5.6%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Zacchello Family Group (3)..................... 478,240 5.2%
c/o Mr. Giancarlo Zacchello
San Marco 3055
Venice, Italy
J. P. Morgan Investment Management, Inc. (2)... 478,000 5.2%
60 Wall Street
New York, NY 10260
</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 22, 1998, or (b) over
which he exercises sole or shared voting or investment power.
(2) Pioneering Management Corporation, Dimensional Fund Advisors 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, 1998. 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, 1999, 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 1999 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 14,
1999, in order to be eligible for such inclusion. The 1999 Annual Meeting of
Shareholders is presently scheduled for December 15, 1999.
By Order of the Board of Directors
Denis G. Daly, Secretary
15
<PAGE> 18
[ X ] Please mark your [ [ 6306
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.
<TABLE>
<CAPTION>
- - --------------------------------------------- --------------------------------------------------------
Directors recommend a vote FOR all Nominees. Directors recommend a vote FOR items 2 and 3.
- - --------------------------------------------- --------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of All [ ] [ ] 2. Ratification of the [ ] [ ] [ ]
Directors. appointment of Ernst &
(see reverse) Young LLP as
independent auditors.
For all except the following nominee(s):
_____________________________________________
3. In their discretion, upon such other business
as may properly come before the meeting, or at
any adjournment thereof.
</TABLE>
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, 1998.
_________________________________________________________________
_________________________________________________________________
SIGNATURE(S) DATE
- - --------------------------------------------------------------------------------
PLEASE VOTE, SIGN AND RETURN THE ABOVE PROXY
AMCAST LOGO
ANNUAL MEETING OF SHAREHOLDERS
DATE: DECEMBER 17, 1998
TIME: 10:00 a.m.
PLACE: AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
<PAGE> 19
PROXY
AMCAST INDUSTRIAL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS DECEMBER 17, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned holders(s) of common shares of AMCAST INDUSTRIAL
CORPORATION, an Ohio corporation (the "Company") hereby appoints John H.
Shuey and Leo W. Ladehoff, and each of them, attorneys of the
undersigned, with power of substitution, to vote all of the common
shares that the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held on Thursday, December 17,
1998, at 10 a.m., and at any adjournment thereof, as follows:
1. Election of Directors. Nominees for directors are: Walter E.
Blankley, William G. Roth, and John H. Shuey.
2. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 1999.
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
______________________________________________________________________________
Dear Shareholder:
You are cordially invited to attend the 1998 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
17, 1998.
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
Chairman, President and Chief Executive
Officer
