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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Commission
Ended August 31, 1997 File Number 33-38176
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AMCAST INDUSTRIAL CORPORATION
401 (k) SALARY DEFERRAL PLAN
(Name of Plan)
-----------------------------
AMCAST INDUSTRIAL CORPORATION
7887 Washington Village Drive
Dayton, Ohio 45459
(937) 291-7000
(Name of Issuer of Securities held pursuant to Plan
and address of its principal executive office.)
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REQUIRED INFORMATION
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The Amcast Industrial Corporation 401(k) Salary Deferral Plan (the
"Plan") is subject to the Employee Retirement Income Security Act of 1974.
ITEM 4. In lieu of the requirements of Items 1, 2 and 3 of this Form
11-K, the following financial statements of the Plan, notes thereto, and Report
of Independent Auditors thereon are being filed as Exhibit 99.1 to this Report:
(a) Statement of Net Assets available for Plan Benefits - August
31, 1997 and August 31, 1996;
(b) Statement of Changes in Net Assets available for Plan Benefits
- years ended August 31, 1997, and August 31, 1996;
(c) Notes to Financial Statements; and
(d) Report of Independent Auditors.
The Consent of Independent Auditors to the incorporation by reference
of the foregoing financial statements in the Registration Statement on Form S-8
(No. 33-38176) pertaining to the Plan is being filed as Exhibit 23.1 to this
Report.
SIGNATURES
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THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Pension Committee of Amcast Industrial Corporation which
administers the Amcast Industrial Corporation 401(k) Salary Deferral Plan has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMCAST INDUSTRIAL CORPORATION
401(k) SALARY DEFERRAL PLAN
By: /s/ Douglas D. Watts
-----------------------------------
Douglas D. Watts
Authorized Committee Member
Dated: March 13, 1998
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EXHIBITS
--------
The following Exhibits are being filed with this Annual Report on Form
11-K:
(23) CONSENT OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young
(99) ADDITIONAL EXHIBITS
99.1 Annual Financial Statements of Amcast Industrial Corporation
401(k) Salary Deferral Plan at August 31, 1997 and August 31,
1996 and for the two years ended August 31, 1997
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EXHIBIT 23.1
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-38176) pertaining to the Amcast Industrial Corporation 401(k) Salary
Deferral Plan of our report dated March 11, 1998, with respect to the financial
statements and schedules of Amcast Industrial Corporation 401(k) Salary Deferral
Plan included in this Annual Report (Form 11-K) for the year ended August 31,
1997.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
March 11, 1998
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EXHIBIT 99.1
------------
Financial Statements
and Supplemental Schedules
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Years ended August 31, 1997 and 1996
with Report of Independent Auditors
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Financial Statements
and Supplemental Schedules
Years ended August 31, 1997 and 1996
TABLE OF CONTENTS
Report of Independent Auditors..........................................1
Audited Financial Statements
Statements of Assets Available for Plan Benefits........................2
Statements of Changes in Assets Available for Plan Benefits.............3
Notes to Financial Statements...........................................4
Supplemental Schedules
Line 27a - Schedule of Assets Held for Investment Purposes..............8
Line 27d - Schedule of Reportable Transactions..........................9
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[ERNST & YOUNG LLP LETTERHEAD]
Report of Independent Auditors
Amcast Industrial Corporation
401(k) Salary Deferral Plan
We have audited the accompanying statements of assets available for plan
benefits of the Amcast Industrial Corporation 401(k) Salary Deferral Plan (the
Plan) as of August 31, 1997 and 1996 and the related statements of changes in
assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the Plan at
August 31, 1997 and 1996 and the changes in its assets available for plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment purposes as of August 31, 1997 and reportable transactions
for the year ended August 31, 1997 are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, and are not a
required part of the financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1997 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1997 financial statements taken as a whole.
/s/ Ernst & Young LLP
March 11, 1998
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statements of Assets Available for Plan Benefits
<TABLE>
<CAPTION>
AUGUST 31
1997 1996
-------------------------------------
<S> <C> <C>
ASSETS
Employer contributions receivable $ 15,745 $ 149,653
Employee contributions receivable 114,131 92,477
Accrued interest and dividend income 2,470 2,695
Equity and bond mutual funds 15,636,127 11,327,663
Common trust fund 10,422,916 10,414,012
Amcast Industrial Corporation common stock 5,450,838 3,677,775
Loans to participants 1,101,298 875,946
-------------------------------------
Assets available for plan benefits $ 32,743,525 $ 26,540,221
=====================================
</TABLE>
See accompanying notes.
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statements of Changes in Assets Available for Plan Benefits
<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
1997 1996
-------------------------------------
<S> <C> <C>
ADDITIONS
Interest and dividend income $ 1,721,139 $ 1,454,382
Employee contributions 3,123,155 3,114,938
Employer contributions 314,874 412,185
-------------------------------------
5,159,168 4,981,505
DEDUCTIONS
Benefit payments 2,775,523 2,397,064
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2,383,645 2,584,441
Net realized and unrealized appreciation
on securities 3,819,659 558,535
-------------------------------------
Net additions 6,203,304 3,142,976
Assets available for plan benefits at
beginning of year 26,540,221 23,397,245
-------------------------------------
Assets available for plan benefits
at end of year $ 32,743,525 $ 26,540,221
=====================================
</TABLE>
See accompanying notes.
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements
August 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
The Amcast Industrial Corporation 401(k) Salary Deferral Plan's (the Plan)
financial statements are prepared on the accrual basis of accounting.
Marketable securities are stated at aggregate current value.
The fair value of Amcast Industrial Corporation (the Company) common stock and
the participation units owed by the Plan in the equity and bond mutual funds and
common trust fund are based on quoted redemption value on the last business day
of the plan year.
The difference between the current value and the cost of investments (including
investments bought and sold, as well as held during the year) is reflected in
the statement of changes in assets available for plan benefits as net realized
and unrealized appreciation on securities.
USE OF ESTIMATES
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
2. DESCRIPTION OF THE PLAN
The Plan is a contributory, defined contribution plan which covers substantially
all employees of the Company who are compensated on a salary basis.
Participants are 50 percent vested in contributions made by the Company after
one year of service with the Company, 75 percent vested after two years of
service, and fully vested after three years of service. Vested benefits are paid
by several optional methods upon retirement, death, or termination.
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
The Company has the right under the Plan to discontinue such contributions at
any time and terminate the Plan. In the event of termination of the Plan, all
accounts will be considered 100 percent vested and the assets of the Plan will
be set aside, in full, to be distributed as each participant elects.
The Plan allows for employee-deferred compensation contributions (participants
can contribute from 1 percent to 15 percent of their annual compensation) and
allows for transfers by participants from any other plan meeting the
requirements of Internal Revenue Code (IRC) Section 401(a). Under the Plan, a
participant may have up to three accounts, depending on the source of the funds
contributed or transferred. The Company makes matching contributions equal to 15
percent of the employee's deferred compensation contribution, up to a maximum of
6 percent of the participant's total compensation for the Plan year. These
matching contributions are made in common stock of the Company. Additionally,
the Company will make supplemental matching contributions to the Plan provided a
minimum return on net worth of 10.1 percent is obtained. The amount of the
supplemental matching contributions increases based upon the level of return;
however, the amount shall not exceed 35 percent of the participants' salary
deferral contributions.
Under the Plan, participants may borrow up to 50 percent of their vested balance
not to exceed $50,000. The loan term is not to exceed 5 years unless the loan is
for the purchase of a principal residence, in which case the term may be as long
as 30 years. Interest rates are equal to the rate of interest being charged on
similar types of loans made by a lending institution.
Primarily all expenses of the Plan are paid by the Company. Information about
the plan agreement, including the vesting and benefit provisions, is available
from the Pension Administration Committee of the Company.
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
3. PLAN INVESTMENT FUNDS
Plan participants may contribute to three types of investment funds--Stable
Value Fund, mutual funds (New Income Fund, Equity Index Fund, Equity Income
Fund, and Capital Appreciation Fund), and Amcast Industrial Corporation common
stock. All employer contributions to the Plan are invested in Amcast Industrial
Corporation common stock. Loan balances and receivables are included in Other as
they are not allocated to specific funds. The activity for each of the funds for
the years ended August 31, 1997 and 1996, is summarized as follows:
<TABLE>
<CAPTION>
STABLE NEW EQUITY EQUITY CAPITAL
AMCAST VALUE INCOME INDEX INCOME APPRECIATION
STOCK FUND FUND FUND FUND FUND OTHER TOTAL
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
September 1, 1995 $3,303,226 $10,439,600 $ 968,664 $ 871,505 $4,154,215 $2,562,010 $1,098,025 $23,397,245
ADDITIONS
Employee contributions 424,565 951,636 174,784 435,588 777,262 443,262 (92,159) 3,114,938
Employer contributions 523,318 - - - - - (111,133) 412,185
Investment income 111,405 686,460 71,500 58,289 293,963 193,884 38,881 1,454,382
Realized and unrealized
gains (losses) (229,444) - (41,535) 128,292 585,077 116,145 - 558,535
DEDUCTIONS
Withdrawals (422,843) (1,154,527) (52,460) (78,424) (347,253) (293,089) (48,468) (2,397,064)
Transfers among funds (32,452) (509,157) (28,183) 279,479 276,725 (222,037) 235,625 -
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Balance at
August 31, 1996 3,677,775 10,414,012 1,092,770 1,694,729 5,739,989 2,800,175 1,120,771 26,540,221
ADDITIONS
Employee contributions 352,551 844,300 199,677 464,253 827,390 413,330 21,654 3,123,155
Employer contributions 448,782 - - - - - (133,908) 314,874
Investment income 121,111 614,967 72,833 73,741 474,679 282,971 80,837 1,721,139
Realized and unrealized
gains 1,385,122 - 27,603 739,364 1,382,180 285,390 - 3,819,659
DEDUCTIONS
Withdrawals (517,259) (1,260,434) (43,116) (88,714) (568,086) (251,699) (46,215) (2,775,523)
Transfers among funds (17,244) (189,929) (130,858) 300,659 (9,163) (143,970) 190,505 -
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Balance at
August 31, 1997 $5,450,838 $10,422,916 $1,218,909 $3,184,032 $7,846,989 $3,386,197 $1,233,644 $32,743,525
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</TABLE>
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
During the years ended August 31, 1997 and 1996, the Plan had no transactions
with parties-in-interest as defined by the Department of Labor.
5. INVESTMENTS
The following table presents investments that represented 5 percent or more of
the fair value of net assets available for benefits for the year ended August
31:
<TABLE>
<CAPTION>
1997 1996
------------------------------------
<S> <C> <C>
Equity and Bond Mutual Funds:
T. Rowe Price Capital Appreciation Fund $ 3,386,197 $ 2,800,175
T. Rowe Price Equity Index Fund 3,184,032 1,694,729
T. Rowe Price Equity Income Fund 7,846,989 5,739,989
Amcast Industrial Corporation common stock 5,450,838 3,677,775
T. Rowe Price Stable Value Common Trust Fund 10,422,916 10,414,012
</TABLE>
T. Rowe Price maintains all of the above investments.
6. INCOME TAX STATUS
The Internal Revenue Service (IRS) has ruled on July 21, 1992, that the Plan
qualifies under Section 401(a) of the IRC and, therefore, the underlying trust
is not subject to income tax under present tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Pension Administration Committee is not aware of any course of action or
series of events that have occurred that might adversely affect the Plan's
qualified status.
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SUPPLEMENTAL SCHEDULES
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Line 27a - Schedule of Assets Held for Investment Purposes
August 31, 1997
<TABLE>
<CAPTION>
CURRENT
DESCRIPTION OF INVESTMENT COST VALUE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
EQUITY AND BOND MUTUAL FUNDS
T. Rowe Price Capital Appreciation Fund $ 2,879,934 $ 3,386,197
T. Rowe Price Equity Income Fund 5,859,901 7,846,989
T. Rowe Price Equity Index Fund 2,275,298 3,184,032
T. Rowe Price New Income Fund 1,231,843 1,218,909
-------------------------------------
12,246,976 15,636,127
Loans to participants 1,101,298 1,101,298
Amcast Industrial Corporation common stock 4,150,277 5,450,838
T. Rowe Price Stable Value Common Trust Fund 10,422,916 10,422,916
=====================================
$ 27,921,467 $ 32,611,179
=====================================
</TABLE>
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Line 27d - Schedule of Reportable Transactions
Year ended August 31, 1997
<TABLE>
<CAPTION>
CURRENT
VALUE OF
NUMBER COST ASSET AT NET
DESCRIPTION OF PURCHASE SELLING OF DATE OF REALIZED
OF ASSETS TRANSACTIONS PRICE PRICE ASSET TRANSACTION GAIN
- -----------------------------------------------------------------------------------------------------------------------------------
CATEGORY (iii)--A SERIES OF TRANSACTIONS IN
EXCESS OF 5 PERCENT OF PLAN ASSETS
<S> <C> <C> <C> <C> <C> <C>
Amcast Industrial Corporation 81 $ 1,063,758 $ - $ - $ 1,063,758 $ -
Amcast Industrial Corporation 44 - 684,018 531,685 684,018 152,333
T.Rowe Price Stable Value
Common Trust Fund 92 1,496,953 - - 1,496,953 -
T.Rowe Price Stable Value
Common Trust Fund 57 - 1,488,049 1,488,049 1,488,049 -
T. Rowe Price Equity Income Fund 97 1,479,507 - - 1,479,507 -
T. Rowe Price Equity Income Fund 44 - 752,138 601,034 752,138 151,104
</TABLE>
There were no category (i), (ii), or (iv) transactions during the year.
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