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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, 1998 File Number 33-38176
- --------------------- --------------------
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
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) Statements of Net Assets available for Benefits - August 31,
1998 and August 31, 1997;
(b) Statement of Changes in Net Assets available for Benefits -
year ended August 31, 1998;
(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
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: February 26, 1999
2
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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, 1998 and August 31,
1997 and for the two years ended August 31, 1998
3
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-38176) pertaining to Amcast Industrial Corporation 401(k) Salary
Deferral Plan of our report dated February 12, 1999 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, 1998.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
February 12, 1999
<PAGE> 1
EXHIBIT 99.1
Financial Statements
and Supplemental Schedules
Amcast Industrial Corporation
401(k) Salary Deferral Plan
August 31, 1998 and 1997, and for
the year ended August 31, 1998
with Report of Independent Auditors
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Financial Statements
and Supplemental Schedules
August 31, 1998 and 1997, and for
the year ended August 31, 1998
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits...............................2
Statement of Changes in Net Assets Available for 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
</TABLE>
<PAGE> 3
Report of Independent Auditors
Amcast Industrial Corporation
401(k) Salary Deferral Plan
We have audited the accompanying statements of net assets available for benefits
of Amcast Industrial Corporation 401(k) Salary Deferral Plan as of August 31,
1998 and 1997, and the related statement of changes in net assets available for
benefits for the year ended August 31, 1998. 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 net assets available for benefits of the Plan at
August 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended August 31, 1998, 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, 1998, and reportable transactions
for the year then ended, 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 financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
February 12, 1999
1
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
AUGUST 31
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Investments, at fair value:
Shares of registered investment companies $ 17,527,427 $ 15,636,127
Common/collective trust fund 9,209,421 10,422,916
Amcast Industrial Corporation common stock 3,317,422 5,450,838
Loans to participants 1,342,973 1,101,298
------------ ------------
31,397,243 32,611,179
Receivables:
Accrued interest and dividend income 4,170 2,470
Employer contributions receivable 12,662 15,745
Employee contributions receivable 109,761 114,131
------------ ------------
126,593 132,346
Net assets available for benefits $ 31,523,836 $ 32,743,525
============ ============
</TABLE>
See accompanying notes.
2
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statement of Changes in Net Assets Available for Benefits
Year ended August 31, 1998
<TABLE>
<CAPTION>
AMCAST T. ROWE T. ROWE T. ROWE T. ROWE
INDUSTRIAL PRICE PRICE PRICE PRICE
CORPORATION STABLE INTERNATIONAL NEW NEW
COMMON VALUE STOCK HORIZONS INCOME
STOCK FUND FUND FUND FUND
------------ ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 120,932 $ 582,445 $ 2,556 $ 648 $ 90,146
Net appreciation
(depreciation) in fair
value of investments (1,914,227) -- (10,697) (40,801) 9,853
Contributions:
Participant 342,263 705,318 28,115 51,642 252,024
Employer 327,244 -- -- -- --
--------------------------------------------------------------------------------------
(1,123,788) 1,287,763 19,974 11,489 352,023
Deductions:
Benefit payments (425,766) (953,203) (247) (509) (183,464)
Conversions to other plans (443,214) (662,531) -- -- (34,225)
--------------------------------------------------------------------------------------
(868,980) (1,615,734) (247) (509) (217,689)
Interfund transfers (147,789) (890,615) 89,593 96,336 (70,972)
--------------------------------------------------------------------------------------
Net (decrease) increase (2,140,557) (1,218,586) 109,320 107,316 63,362
Net assets available for
benefits, August 31, 1997 5,480,575 10,452,317 170 78 1,224,026
--------------------------------------------------------------------------------------
Net assets available for
benefits, August 31, 1998 $3,340,018 $ 9,233,731 $ 109,490 $ 107,394 $ 1,287,388
======================================================================================
T. ROWE T. ROWE T. ROWE
PRICE PRICE PRICE
EQUITY EQUITY CAPITAL
INDEX 500 INCOME APPRECIATION
FUND FUND FUND OTHER TOTAL
----------- ----------- ------------ ---------- -----------
Additions:
Investment income:
Interest and dividends $ 82,159 $ 818,530 $ 435,201 $ 106,956 $ 2,239,573
Net appreciation
(depreciation) in fair
value of investments 147,392 (662,846) (311,769) -- (2,783,095)
Contributions:
Participant 728,352 1,113,096 491,107 -- 3,711,917
Employer -- -- -- -- 327,244
--------------------------------------------------------------------------------------
957,903 1,268,780 614,539 106,956 3,495,639
Deductions:
Benefit payments (312,595) (734,834) (328,065) (71,304) (3,009,987)
Conversions to other plans (134,645) (237,681) (76,588) (116,457) (1,705,341)
--------------------------------------------------------------------------------------
(447,240) (972,515) (404,653) (187,761) (4,715,328)
Interfund transfers 773,028 24,422 (196,483) 322,480 --
--------------------------------------------------------------------------------------
Net (decrease) increase 1,283,691 320,687 13,403 241,675 (1,219,689)
Net assets available for
benefits, August 31, 1997 3,204,159 7,877,957 3,402,945 1,101,298 32,743,525
--------------------------------------------------------------------------------------
Net assets available for
benefits, August 31, 1998 $ 4,487,850 $ 8,198,644 $ 3,416,348 $ 1,342,973 $31,523,836
======================================================================================
</TABLE>
See accompanying notes.
3
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements
August 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of Amcast Industrial Corporation 401(k) Salary
Deferral Plan (the Plan) is provided for general information purposes only.
Participants should refer to the Summary Plan Description for a more complete
description of the plan's provisions.
GENERAL
The Plan is a contributory defined contribution plan covering substantially all
employees of Amcast Industrial Corporation (the Company and Plan Sponsor) who
are compensated on a salary basis or are hourly and are not covered by a
collective bargaining agreement. Eligible employees may participate on the first
day of the month coincident with or first following six months of employment. It
is subject to the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants may contribute, in whole percentages, an amount up to 15
percent of annual compensation, as defined by the Plan Document. Additionally,
participants may make up to two lump sum contributions to the Plan per year.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. The Company makes
matching contributions equal to 15 percent of the first 6 percent of
compensation that is deferred by participants to the Plan. These matching
contributions are made in common stock of the Company. The Company also makes
supplemental matching contributions to the Plan provided that the Company's
annual minimum return on net worth is at least 10.1 percent. The amount of these
supplemental matching contributions increases based upon the level of return;
however, the amount shall not exceed 35 percent of the participants' salary
deferral contributions. All employer contributions are in Company stock.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. Participants
are 50 percent vested in Company contributions made after one year of service
with the Company, 75 percent vested after two years of service, and fully vested
after three years of service.
4
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $500 up to a
maximum of the lesser of $50,000 (less the highest outstanding balance of any
loan made to the participant under the Plan during the 12-month period preceding
the date of the loan) or 50 percent of his or her vested account balance. 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
and principal is paid ratably through at least quarterly payroll deductions.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) Plan earnings. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account.
PAYMENT OF BENEFITS
On termination of service for any reason, a participant may receive a lump-sum
amount equal to the vested value of his or her account, in either cash or stock.
ADMINISTRATIVE EXPENSES
Substantially all expenses of the Plan are paid by the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of accounting.
Certain amounts presented in 1997 have been reclassified to conform to 1998
presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
5
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end. Participant notes
receivable are valued at their outstanding balances, which approximate fair
value. Company common stock and the participation units owned by the Plan in the
common/collective trust fund are based on quoted redemption value on the last
business day of the Plan year.
3. INVESTMENTS
The fair value of individual investments that represent 5 percent or more of the
Plan's net assets at December 31, are as follows:
<TABLE>
<CAPTION>
1998 1997
------------------------------------
<S> <C> <C>
Amcast Industrial Corporation common stock $ 3,317,422 $ 5,450,838
Shares of registered investment companies:
T. Rowe Price Capital Appreciation Fund 3,398,324 3,386,197
T. Rowe Price Equity Index 500 Fund 4,465,974 3,184,032
T. Rowe Price Equity Income Fund 8,167,282 7,846,989
Common/collective trust fund:
T. Rowe Price Stable Value Fund 9,209,421 10,422,916
</TABLE>
During fiscal 1998, the Plan's investments (including investments bought, sold,
and held during the year) (depreciated) in value by ($2,783,095) as follows:
<TABLE>
<CAPTION>
YEAR ENDED AUGUST
31, 1998
----------------------
<S> <C>
Investments at fair value, as determined by quoted market price:
Shares of registered investment companies $ (868,868)
Amcast Industrial Corporation common stock (1,914,227)
----------------------
$ (2,783,095)
======================
</TABLE>
6
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements (continued)
4. INCOME TAX STATUS
The Internal Revenue Service ruled on July 21, 1992, that the Plan qualifies
under Section 401(a) of the Internal Revenue Code (the "IRC") and, therefore,
the underlying trust is not subject to income tax under present tax law. The
Plan was subsequently amended. The Pension Administration Committee believes
that the Plan, as amended is operating in conformity with the IRC. 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.
5. TRANSACTIONS WITH RELATED PARTIES
The Trust is not charged for administrative services performed on its behalf by
the Company. The Plan also invests in common stock of the Company which is the
Plan Sponsor.
6. CONVERSIONS TO OTHER PLANS
Effective March 30, 1998, the Company sold its Rancho Cucamonga, California
investment casting operation, Amcast Precision. The employees of this operation
were participants in this Plan. The participant balances totaling $1.4 million
were transferred to the subsequent owner's benefit plan. The remaining balance
was transferred to a new Company-sponsored plan established on September 1,
1997.
7. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100 percent vested in their accounts.
8. YEAR 2000 ISSUE (UNAUDITED)
The Plan's Sponsor has developed a plan to modify its internal information
technology to be ready for the year 2000 and has begun converting its critical
data processing systems. The project also includes determining whether third
party service providers have reasonable plans in place to become year 2000
compliant. The Plan's Sponsor currently expects the project to be substantially
complete by early 1999 and does not expect this project to have a significant
effect on Plan operations.
7
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SUPPLEMENTAL SCHEDULES
<PAGE> 11
Amcast Industrial Corporation
401(k) Salary Deferral Plan
EIN 31-0258080 / Plan 002
Line 27a - Schedule of Assets Held for Investment Purposes
August 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION OF CURRENT
IDENTITY OF ISSUE INVESTMENT COST VALUE
- -----------------------------------------------------------------------------------------------------------------------
SHARES OF REGISTERED INVESTMENT COMPANIES
<S> <C> <C> <C>
* T. Rowe Price International Stock Fund 8,045 shares $ 119,028 $ 108,524
* T. Rowe Price New Horizons Fund 5,753 shares 144,722 105,330
* T. Rowe Price Capital Appreciation Fund 234,206 shares 3,295,383 3,398,324
* T. Rowe Price Equity Income Fund 341,014 shares 7,197,484 8,167,282
* T. Rowe Price Equity Index 500 Fund 171,307 shares 3,615,913 4,465,974
* T. Rowe Price New Income Fund 143,239 shares 1,288,484 1,281,993
-----------------------------------
15,661,014 17,527,427
COMMON/COLLECTIVE TRUST FUND
* T. Rowe Price Stable Value Fund 9,209,421 units 9,209,421 9,209,421
* Amcast Industrial Corporation common 216,648 shares 4,067,798 3,317,422
stock
Rates ranging from
Participant loans 6.75% to 10% - 1,342,973
-----------------------------------
$28,938,233 $31,397,243
===================================
</TABLE>
* Indicates party-in-interest to the Plan.
8
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Amcast Industrial Corporation
401(k) Salary Deferral Plan
EIN 31-0258080 / Plan 002
Line 27d -- Schedule of Reportable Transactions
For the year ended August 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION OF PURCHASE
IDENTITY OF PARTY INVOLVED INVESTMENT PRICE
- -------------------------- -------------- ------------
<S> <C> <C>
Category (i)--Single Transactions in Excess
of 5 Percent of Net Assets
T. Rowe Price Stable Value Fund common/collective trust fund $ 9,544,821
--
Category (iii)--Series of Transactions in Excess
of 5 Percent of Net Assets
Amcast Industrial Corporation common stock 802,425
--
T. Rowe Price Stable Value common/collective trust fund 10,793,918
--
T. Rowe Price Equity Index 500 Fund mutual fund 1,744,606
--
T. Rowe Price Equity Income Fund mutual fund 2,360,775
--
<CAPTION>
CURRENT
VALUE OF
ASSET ON NET
SELLING COST OF TRANSACTION GAIN OR
IDENTITY OF PARTY INVOLVED PRICE ASSET DATE (LOSS)
- -------------------------- ---------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Category (i)--Single Transactions in Excess
of 5 Percent of Net Assets
T. Rowe Price Stable Value Fund $ -- $ -- $9,544,821 $ --
9,544,821 9,544,821 9,544,821 --
Category (iii)--Series of Transactions in Excess
of 5 Percent of Net Assets
Amcast Industrial Corporation -- -- 802,425 --
1,021,614 902,601 1,021,614 119,013
T. Rowe Price Stable Value -- -- 10,793,918 --
12,007,413 12,007,413 12,007,413 --
T. Rowe Price Equity Index 500 Fund -- -- 1,744,606 --
610,055 428,891 610,055 181,164
T. Rowe Price Equity Income Fund -- -- 2,360,775 --
1,377,636 1,067,456 1,377,636 310,180
</TABLE>
There were no category (ii) or (iv) transactions during the year.
Note: Expense incurred with transaction and rental expense are not applicable.
9
