<PAGE> 1
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SCHEDULE 14(A) 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 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 O-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 O-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 of the fee is offset as provided by Exchange Act Rule
O-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 15, 1999
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 Wednesday, December 15, 1999, 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. Adoption of the 1999 Stock Incentive Plan;
3. Ratification of the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending August 31, 2000; and
4. 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 18, 1999, 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 15, 1999
<PAGE> 3
[AMCAST LOGO]
PROXY STATEMENT FOR 1999 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 15, 1999, and any adjournment
thereof. The Company has one class of shares outstanding, namely Common Shares,
of which there were 8,954,920 outstanding at the close of business on October
18, 1999. The close of business on October 18, 1999 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 15, 1999.
<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 1999 Annual Meeting, shareholders will elect three directors who
will hold office until the Annual Meeting of Shareholders in 2002. The Board has
nominated James K. Baker, Earl T. O'Loughlin, and R. William Van Sant for
election as directors at the 1999 Annual Meeting.
It is the intention of the proxy agents named in the accompanying proxy to
vote such proxy for election of Messrs. Baker, O'Loughlin and Van Sant. 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.
Baker, O'Loughlin and Van Sant 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 1999
Annual Meeting.
Nominees for a Term of Office Expiring in 2002
JAMES K. BAKER, age 67, 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 69, 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 and is a director of Michigan Rivet
Corporation, a manufacturer of steel fasteners, principally rivets and hinge
pins.
R. WILLIAM VAN SANT, age 61, has been a director of the Company since October
1993. Mr. Van Sant has been Chairman and Chief Executive Officer of Nortrax
Holding, L.L.C. since July 1999. 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.
Directors Continuing in Office Until 2001
WALTER E. BLANKLEY, age 64, has been a director of the Company since February
1994. Mr. Blankley has been Chairman since April 1993 and was Chief Executive
Officer from April 1990 to September 1999 of Ametek, Inc. (a manufacturer of
electrical motor blowers and precision electronic instruments). Mr. Blankley is
a director of Ametek, Inc. and CDI Corporation.
WILLIAM G. ROTH, age 61, 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 Teknowledge Corporation and Service Experts, Inc.
2
<PAGE> 5
JOHN H. SHUEY, age 53, 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 57, 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.
BERNARD G. RETHORE, age 58, has been a director of the Company since October
1999. Mr. Rethore has been the Chairman and Chief Executive Officer of Flowserve
Corporation since July 1997 and held the additional title of President from
November 1998 until July 1999. Mr. Rethore was Chairman of the Board of BW/IP,
Inc. in 1997 and served as its President, Chief Executive Officer and a director
from 1995 to 1997. He was Senior Vice President of Phelps Dodge Corporation and
President of Phelps Dodge Industries from 1989 to 1995. Mr. Rethore is also a
director of Maytag Corporation, a manufacturer of residential and commercial
appliances and related consumer products, and Belden, Inc., a manufacturer of
wire, cable and cord products for the electronics industry.
LEO W. LADEHOFF, age 67, 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.
Certain Information Concerning the Board of Directors
There were six meetings of the Board of Directors during fiscal 1999. The
Board of Directors has five standing committees (the number of meetings of each
committee in fiscal 1999 is shown in parentheses): Executive Committee (0),
Audit Committee (2), Compensation Committee (4), Pension Review Committee (1)
and Committee on the Board (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 Audit Committee (Messrs. Ladehoff, O'Loughlin, and Baker) 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), 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.
3
<PAGE> 6
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.
The Committee on the Board (Messrs. Blankley, Forster, and Van Sant)
recommends the criteria and qualifications for board membership, recommends to
the board candidates for election of directors, recommends to the chairman and
the board the composition of committees of the board, provides annually to the
board an assessment of board and individual director performance, recommends to
the board rules in regard to term limits and retirement age for board members
and reports annually to the board on director compensation in relation to
comparable companies and current best practices of public companies and makes
recommendations to the board on directors' compensation. 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.
During fiscal 1999, 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 1999 Director Stock Incentive Plan provides that options to
purchase up to a maximum of 150,000 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, 1998 through August 31, 1999 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 18, 1999, 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 18, 1999.
<TABLE>
<CAPTION>
(A)
NUMBER OF SHARES, (B)
INCLUDING OPTION SHARES OPTION SHARES
SHOWN IN COLUMN (B), WHICH MAY
BENEFICIALLY OWNED AS OF BE ACQUIRED WITHIN
INDIVIDUALS OR GROUP 10/18/99 (1)(2) 60 DAYS OF 10/18/99
-------------------- ------------------------ -------------------
<S> <C> <C>
James K. Baker........................... 14,000 6,000
Walter E. Blankley....................... 11,838 6,000
Peter H. Forster......................... 16,200 6,000
Leo W. Ladehoff.......................... 227,207 91,852
Earl T. O'Loughlin....................... 12,098 6,000
Michael N. Powell........................ 34,548 29,671
Bernard G. Rethore....................... 2,000 0
William G. Roth.......................... 43,200 6,000
Giovanni Scarlini........................ 14,059 14,059
John H. Shuey............................ 207,332 164,538
R. William Van Sant...................... 12,200 3,000
Thomas K. Walker(3)...................... 60,955 47,600
Douglas D. Watts......................... 27,242 20,152
Directors, nominees, and executive
officers as a group (21 persons)....... 770,702 463,509
</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 2.41% of the outstanding Common Shares. Mr.
Shuey beneficially owns 2.20%. No other director or officer owns in excess
of 1% of the Common Shares. Directors, nominees and executive officers as a
group own 8.18% of the Common Shares. Percentages are calculated on the
basis of the number of shares outstanding at October 18, 1999, plus the
number of shares subject to outstanding options held by the individual or
group which are exercisable within 60 days thereafter.
(3) Mr. Walker ceased to be employed by the Company on September 7, 1999.
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 1999
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 1999.
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 and individual achievement by such officers during the
fiscal year as determined 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 1999 annual incentive payment of $70,000 was specified by
the Board based on the Board's evaluation of the Company's performance in fiscal
1999 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 and 1999 Stock
Incentive Plans. 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
6
<PAGE> 9
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 fiscal 1999, the grants issued in fiscal
1996 matured. The Company's average annual ROE, as adjusted, during the period
was 11.84%, cash award payments under the fiscal 1996 grants were 39% 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, 1999, 1998,
and 1997, 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 1999 $461,779 $ 70,000 23,260 $107,738 $1,086
Chairman, President & 1998 $421,615 $200,000 63,530 $107,100 $1,500
Chief Executive Officer 1997 $380,962 $ 0 16,940 $150,183 $2,474
Giovanni Scarlini 1999 $194,163 $ 75,000 5,614 $ 0 $ 0
Managing Director and
General Manager, 1998 $188,728 $ 9,584 3,445 $ 0 $ 0
Speedline S.p.A 1997 $ 7,218 $ 0 0 $ 0 $ 0
Michael N. Powell 1999 $183,654 $ 80,200 8,692 $ 26,364 $ 883
President, 1998 $173,846 $ 85,850 5,271 $ 34,125 $1,255
Amcast Flow Control 1997 $161,692 $ 41,683 6,737 $ 0 $1,814
Thomas K. Walker 1999 $253,154 $ 0 11,928 $ 65,813 $ 708
Former President, 1998 $244,462 $ 29,700 7,287 $ 0 $1,500
Amcast Automotive 1997 $232,500 $ 22,560 9,474 $ 0 $2,596
Douglas D. Watts 1999 $183,558 $ 42,040 5,714 $ 30,225 $ 536
Vice President, Finance 1998 $176,731 $ 32,060 3,463 $ 40,688 $1,139
1997 $165,875 $ 46,036 4,519 $ 0 $2,273
</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.
8
<PAGE> 11
CERTAIN EMPLOYMENT ARRANGEMENTS
The Company has entered into severance agreements with Messrs. Shuey,
Powell, Watts, 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.
Mr. Walker has entered into a termination agreement with the Company under
which the Company has agreed to continue to pay his regular salary for a period
of twelve months following his date of termination. Under the terms of the
agreement, Mr. Walker has agreed to keep confidential Company information and to
refrain from competition with the Company.
9
<PAGE> 12
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 1999.
OPTION GRANTS IN FISCAL 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES OF
NUMBER % OF STOCK PRICE
OF SHARES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(1)
OPTIONS EMPLOYEES IN EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR EXERCISE PRICE DATE 5% 10%
---- ---------- ------------- -------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
John H. Shuey............ 23,260 28.35% $15.53125 08/31/08 $227,193 $575,750
Giovanni Scarlini........ 5,614 6.84% $15.53125 08/31/08 $ 54,835 $138,962
Michael N. Powell........ 8,692 10.59% $15.53125 08/31/08 $ 84,899 $215,151
Thomas K. Walker......... 11,928 14.54% $15.53125 04/07/00 $ 18,989 $ 38,904
Douglas D. Watts......... 5,714 6.96% $15.53125 08/31/08 $ 55,812 $141,438
</TABLE>
- ---------------
(1) All options first became exercisable one year after the date of grant and
have a 10-year term. 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.
10
<PAGE> 13
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, 1999, and the unexercised options held by such
executives as of August 31, 1999.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1999
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.................... 0 $0 141,278(E) $ 0(E)
23,260(U) $4,361(U)
Giovanni Scarlini................ 0 $0 8,445(E) $ 0(E)
5,614(U) $1,053(U)
Michael N. Powell................ 0 $0 20,979(E) $ 0(E)
8,692(U) $1,630(U)
Thomas K. Walker................. 0 $0 35,672(E) $ 0(E)
11,928(U) $2,237(U)
Douglas D. Watts................. 0 $0 14,438(E) $ 0(E)
5,714(U) $1,071(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, 1999, the closing price per share of the Common Shares was
less than the option price of certain outstanding options.
11
<PAGE> 14
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 1999.
LONG-TERM INCENTIVE PLAN -- AWARDS IN FISCAL 1999
<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) $90,313 $361,250 $541,875
Giovanni Scarlini......... 50% (2) $21,800 $ 87,200 $130,800
Michael N. Powell......... 75% (2) $33,750 $135,000 $202,500
Thomas K. Walker.......... 75% (2) $46,313 $185,250 $277,875
Douglas D. Watts.......... 50% (2) $22,188 $ 88,750 $133,125
</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 1999, 2000 and 2001. The future
payouts, if any, are based upon fiscal year 1999 salaries.
12
<PAGE> 15
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. Powell, Mr. Walker, Mr. Watts, 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. The Supplemental Plan also provides for additional
benefits to Mr. Shuey, Mr. Powell, Mr. Watts and four additional officers of the
Company. Mr. Scarlini, a non-U.S. citizen, does not participate in the U.S.
pension plans.
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 18, 1999, for executive officers named in the Summary
Compensation Table were as follows: Mr. Shuey -- 8.7; Mr. Powell -- 5.5; Mr.
Walker -- 4.2; and Mr. Watts -- 5.2.
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 10 YEARS 15 YEARS 20 YEARS 25 YEARS
--------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
$200,000................ $ 62,529 $ 86,578 $110,628 $134,677
$250,000................ $ 78,779 $109,078 $139,378 $169,677
$300,000................ $ 95,029 $131,578 $168,128 $204,677
$350,000................ $111,279 $154,078 $196,878 $239,677
$400,000................ $127,529 $176,578 $225,628 $274,677
$450,000................ $143,779 $199,078 $254,378 $309,677
$500,000................ $160,029 $221,578 $283,128 $344,677
$550,000................ $176,279 $244,078 $311,878 $379,677
$600,000................ $192,529 $266,578 $340,628 $414,677
$650,000................ $208,779 $289,078 $369,378 $449,677
$700,000................ $225,029 $311,578 $398,128 $484,677
</TABLE>
13
<PAGE> 16
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, 1999, of a $100
investment made on August 31, 1994, in Company shares and each index, with all
dividends reinvested.
<TABLE>
<CAPTION>
S&P MFG.-DIVERSIFIED
AMCAST S&P 500 IND.
------ ------- ------------
<S> <C> <C> <C> <C>
1994 100 100 100
1995 91.87 121.45 129.42
1996 88.48 144.19 140.24
1997 123.02 202.81 199.28
1998 79.66 219.22 168.70
1999 85.5 306.12 222.42
</TABLE>
14
<PAGE> 17
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 18, 1999:
<TABLE>
<CAPTION>
NUMBER OF COMMON
SHARES BENEFICIALLY PERCENT
OWNED AS OF OF
NAME AND ADDRESS 10/18/99(1) CLASS
---------------- ---------------------- -------
<S> <C> <C>
Pioneer Investment Management, Inc. aka......... 538,900 6%
Pioneering Management Corporation (2)
60 State Street
Boston, MA 02109
Dimensional Fund Advisors, Inc. (2)............. 527,000 5.8%
1299 Ocean Avenue,
11th Floor
Santa Monica, CA 90401
Zacchello Family Group (3)...................... 478,240 5.3%
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 18, 1999, or (b) over
which he exercises sole or shared voting or investment power.
(2) Pioneering Management Corporation and Dimensional Fund Advisors 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 in accordance with the formulas and restrictions
set forth in the acquisition agreement.
15
<PAGE> 18
APPROVAL OF THE 1999 STOCK INCENTIVE PLAN
At the meeting, shareholders will vote on approval of the Company's 1999
Stock Incentive Plan (the "Plan"). The Plan, which was approved by the Board of
Directors on August 25, 1999, will become effective if approved by the
affirmative vote of the holders of a majority of the Common Shares represented
at the meeting, in person or by proxy, and entitled to vote on the proposal. The
Board of Directors recommends a vote FOR approval of the Plan.
The Company has for a long period of time utilized options and other
stock-based awards as incentive compensation for key employees of the Company
and its subsidiaries. The Company's 1989 Stock Incentive Plan, as amended, has
expired. The Board believes adoption of the Plan, which provides for the grant
of options and other stock incentive awards with respect to a maximum of 425,000
shares, will enable the Company to attract, retain and motivate officers and
other key employees who bear major responsibility for the growth and development
of the Company.
A description of the essential features of the Plan appears below. Any
shareholder desiring a copy of the full text of the Plan may obtain it by
submitting a written request to: Amcast Industrial Corporation, 7887 Washington
Village Drive, Dayton, Ohio 45459, Attention: Secretary.
GENERAL INFORMATION
The Plan will be administered by a committee (the "Committee") of three or
more directors of the Company. Committee members must be non-employee directors
and outside directors for applicable regulatory requirements. This means, among
other things, that they cannot be current or former Company officers.
The Incentive Plan authorizes the Committee to grant incentive awards in
the form of stock options, stock appreciation rights, performance awards, and
restricted stock awards to officers or other key executives and management
employees of the company and its subsidiaries ("Incentive Awards"). While the
Plan provides for various types of Incentive Awards, the Board anticipates that
stock options will be the primary form of Incentive Award under the Plan. The
Board believes, however, the flexibility afforded by providing for other forms
of Incentive Awards will permit the Company over the ten-year term of the Plan
to implement competitive compensation incentives in response to changing
circumstances and tax laws.
No more than 425,000 shares may be issued under the Plan. The shares that
may be issued may be authorized and unissued shares or treasury shares. If there
is a stock split, stock dividend or other relevant change affecting the
Company's shares, appropriate adjustments in the maximum number of shares
issuable under the Plan and subject to outstanding Incentive Awards will be made
by the Committee.
The Plan also contains annual limits on Incentive Awards to individual
participants. In any calendar year, the maximum number of shares that may be
subject to options and stock appreciation rights awarded to any participant is
50,000; also, no participant may be awarded in any calendar year Restricted
Shares with a value of more than $750,000 at the time of award, or Performance
Shares with a value of more than $750,000 at the time of award.
FORM OF INCENTIVE AWARDS
Stock Options. The Committee may grant options qualifying as incentive
stock options under the Internal Revenue Code of 1986, as amended (the "Code"),
and nonqualified stock options. The term of an
16
<PAGE> 19
option may not exceed ten years from the date of the grant. The option price per
share may not be less than the fair market value of a Company share on the date
of grant.
The option price is payable either in cash, by delivery to the Company of
shares of the Company already owned by the optionee, or by any combination of
such methods of payment. Under the Plan, an optionee may use shares received
upon the exercise of a portion of an option to pay the exercise price for
additional portions of the option. The Plan also permits the use of shares
issuable upon exercise of an option to pay applicable withholding taxes due upon
the exercise of a non-qualified stock option. The Committee may, however, adopt
guidelines limiting or restricting the use of shares as a method of payment of
the option price and withholding taxes.
The Committee may provide that an option is exercisable at any time during
its term, or only with respect to a stated number of shares over staggered
periods. An option may only be exercised while the optionee is employed by the
Company or a subsidiary of the Company or within three months after cessation of
the optionee's employment (seven months, if the optionee is an officer of the
Company at the time of cessation of employment) if the reason for cessation of
employment is other than retirement or death. In the case of retirement, an
option may be exercised to the extent it was exercisable on the date the
optionee ceased to be employed by the Company for the remaining term of the
option if the Committee so determines. In the case of death, the
successors-in-interest of the optionee may exercise the option to the extent it
was exercisable by the optionee on the date of his death during the one year
period after the optionee's death. In the event of a change of control of the
Company (as defined in the Plan), any option which is not then exercisable,
automatically becomes exercisable.
Restricted Share Awards. The Committee may also issue or transfer shares
under a restricted share award. The grant of the award sets forth a restriction
period during which the grantee must remain in the employ of the Company. If the
grantee's employment terminates during the period, the grant would terminate and
the grantee must return the shares to the Company. However, the Committee may
provide complete or partial exceptions to this requirement as it deems
equitable. The grantee could not dispose of the shares prior to the expiration
of the restriction period. During this period, the grantee is entitled to vote
the shares and, at the discretion of the Committee, receive dividends.
Performance Awards. The Committee may grant performance awards under which
payment is made, in the Committee's discretion, in shares, or a combination of
shares and cash if the performance of the Company or any subsidiary or division
of the Company selected by the Committee meets certain goals established by the
Committee during an award period. The Committee determines the goals, the length
of an award period, the maximum payment value of an award, and the minimum
performance required before a payment is made. Except for performance awards
intended as "performance-based compensation" under Section 162(m) of the Code,
the Committee may revise the goals and the computation of payment at any time to
account for unforeseen events which occur during an award period and which have
a substantial effect on the performance of the Company, subsidiary or division.
In order to receive payment, a grantee must remain in the employ of the Company
until the completion of the award period, except that the Committee may provide
complete or partial exceptions to that requirement as it deems equitable.
Stock Appreciation Rights. The Committee may grant stock appreciation
rights ("SAR's") either singly or in combination with an underlying stock option
under the Plan. SAR's entitle the grantee to receipt of the same economic value
that would be derived from exercise of an option. Payment is made in
17
<PAGE> 20
cash upon exercise of an SAR. If an SAR granted in combination with an
underlying stock option is exercised, the right under the underlying option to
purchase shares terminates.
PERFORMANCE-BASED COMPENSATION
Section 162(m) of the Code limits the amount of the deduction that the
Company may take on its federal income tax return for compensation paid to any
of the Named Executive Officers in the Summary Compensation Table (the Code
refers to these officers as "covered employees"). The limit is $1 million per
covered employee per year, with certain exceptions. This deductibility cap does
not apply to "performance-based compensation," if approved by shareholders.
Options granted under the Plan will qualify as performance-based compensation
and other Incentive Awards may also qualify if the Committee so designates the
other Incentive Awards as performance-based compensation and administers the
Plan with respect to these designated awards in compliance with Section 162(m)
of the Code.
The Plan contains a number of measurement criteria that the Committee may
use to determine whether and to what extent any covered employee has earned a
Performance Share or Restricted Share Award. The measurement criteria that the
Committee may use to establish specific levels of performance goals include any
one or a combination of the following: level of sales, earnings per share,
income before income taxes and cumulative effect of accounting changes, income
before cumulative effect of accounting changes, net income, return on assets,
return on equity, return on capital employed, total stockholder return, market
valuation, cash flow and completion of acquisitions. The foregoing criteria have
any reasonable definitions that the Committee may specify, which may include or
exclude any or all of the following items, as the Committee may specify:
extraordinary, unusual or non-recurring items; effects of account changes;
effects of currency fluctuations; effects of financing activities (e.g., effect
on earnings per share of issuing convertible debt securities); expenses for
restructuring or productivity initiatives; non-operating items; acquisition
expenses; and effects of divestitures. Any such performance criterion or
combination of such criteria may apply to a participant's award opportunity in
its entirety or to any designated portion of the award opportunity, as the
Committee may specify.
The Committee may set performance goals based on the achievement of
specified levels of corporate-wide performance or performance of a Company
subsidiary or business unit in which the participant works. The Committee may
make downward adjustments in the amounts payable under an award, but it may not
increase the award amounts or waive the achievement of a performance goal.
FEDERAL INCOME TAX CONSEQUENCES
Stock Options. The grant of an incentive stock option or a nonqualified
stock option does not result in income for the grantee or in a deduction for the
Company.
The exercise of a nonqualified stock option results in ordinary income for
the optionee and a deduction for the Company measured by the difference between
the option price and the fair market value of the shares received at the time of
exercise. Tax withholding by the Company is required.
Except to the extent of the alternative minimum tax, the exercise of an
incentive stock option does not result in income to the grantee. If the grantee
(i) does not dispose of the shares within two years after the date of grant and
one year after the transfer of shares upon exercise (the "holding periods") and
(ii) is an employee of the Company or a subsidiary of the Company from the date
of grant until three months before the exercise, favorable tax consequences are
available. If these requirements are met, the optionee's cost basis in the
shares is the option price and any gain upon disposition is taxed to the
employee as long-term
18
<PAGE> 21
capital gain. The excess of the market value of a share on the exercise date
over the option price of an incentive stock option is an item of tax preference,
potentially subject to the alternative minimum tax.
If the grantee disposes of the shares acquired upon exercise of an
incentive stock option prior to the expiration of the holding periods, the
grantee recognizes ordinary income and the Company is entitled to a deduction
equal to the lesser of the fair market value of the shares on the exercise date
minus the option price or the amount realized on disposition minus the option
price. Any gain in excess of the ordinary income portion is taxable as long-term
or short-term capital gain.
SAR's and Performance Awards. The grant of an SAR or a performance award
does not result in income to the grantee or in a deduction to the Company. Upon
the exercise of an SAR or the receipt of shares or cash under a performance
award, the grantee recognizes ordinary income and the Company is entitled to a
deduction measured by the fair market value of the shares plus any cash
received. Income tax withholding by the Company is required.
Restricted Share Awards. The grant of a restricted share award does not
result in income for the grantee or in a deduction for the Company for federal
income tax purposes assuming the shares transferred are subject to restrictions
resulting in a "substantial risk of forfeiture" as intended by the Company.
Dividends paid to the grantee while the shares remained subject to restriction
are treated as compensation for federal income tax purposes. At the time the
restrictions lapse, the grantee receives ordinary income, and the Company is
entitled to a deduction measured by the fair market value of the shares at the
time of lapse. Income tax withholding by the Company is required.
Other Information. The Board may terminate or amend the Plan as it deems
advisable. Unless shareholders approve, however, no amendment may increase the
maximum number of shares subject to the Plan, permit the granting of options at
a price less than the fair market value of a share on the date of grant, or
materially modify the requirements as to eligibility for participation in the
Plan. No action taken by the Board or the Committee may impair the existing
rights of a participant without the participant's consent.
ELIGIBILITY AND PARTICIPATION; RECENT SHARE PRICE
All employees of the Company and its subsidiaries are eligible for awards
under the Plan. The Company estimates that approximately 75 persons meet the
Committee's current criteria for the grant of Incentive Awards under the Plan.
On October 18, 1999 (the record date for the Annual Meeting), the last sale
price for the Company's Common Shares as reported on the New York Stock Exchange
was $13.50 per share.
TERM OF PLAN; OUTSTANDING INCENTIVE AWARDS
The Board adopted the Plan on August 25, 1999, subject to shareholder
approval. If the Plan is not approved by shareholders, the Plan terminates. If
approved by shareholders, the Plan will expire on August 25, 2009.
On August 25, 1999, the Committee granted, contingent upon your approval of
the Plan at this meeting, stock options at an option exercise price of $17.4375
and stock options to be issued September 1, 1999 at an option exercise price of
$15.65625 to current executive officers. On October 27, 1999, the Committee
granted, contingent upon your approval of the Plan at this meeting, stock
options at an option exercise price of $13.46875 to current executive officers.
The options may be exercised one year after grant
19
<PAGE> 22
date and have a term of 10 years. The following table shows the number of shares
subject to options granted on August 25, 1999, September 1, 1999 and October 27,
1999 to the Named Executive Officers and Executive Officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
SUBJECT TO OPTIONS
GRANTED ON 8/25/99,
NAME 9/1/99 AND 10/27/99
---- -------------------
<S> <C>
John H. Shuey.............................................. 25,383
Giovanni Scarlini.......................................... 16,221
Michael N. Powell.......................................... 9,102
Douglas D. Watts........................................... 5,895
All executive officers as a group.......................... 101,127
</TABLE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP served as the Company's independent auditors for the year
ended August 31, 1999. 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, 2000, 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.
FUTURE SHAREHOLDER PROPOSALS
The 2000 Annual Meeting of Shareholders is presently scheduled for December
20, 2000. A proposal by a shareholder intended for inclusion in the Company's
proxy statement and form of proxy for the 2000 Annual Meeting of Shareholders
must, in accordance with applicable regulations of the Securities and Exchange
Commission, be received by the Company Secretary on or before July 18, 2000, in
order to be eligible for such inclusion.
20
<PAGE> 23
For any proposal that is not submitted for inclusion in next year's proxy
statement, but is instead sought to be presented directly by a shareholder at
the 2000 Annual Meeting, management will be able to vote proxies in its
discretion if the Company: (1) receives notice of the proposal before the close
of business on October 1, 2000 and advises shareholders in the 2000 proxy
statement about the nature of the matter and how management intends to vote on
such matter or (2) does not receive notice of the proposal before the close of
business on October 1, 2000.
The Company's Code of Regulations, which is available upon request to the
Corporate Secretary, provides that nomination for director may only be made by
the Board of Directors (or an authorized board committee) or a shareholder
entitled to vote who sends notice of the nomination to the Corporate Secretary
not fewer than 50 days nor more than 75 days prior to the meeting date. Such
notice is required to contain certain information specified in the Company's
Code of Regulations. For a nominee of a shareholder to be eligible for election
at the 2000 Annual Meeting, the shareholder's notice of nomination must be
received by the Corporate Secretary between October 6, 2000 and October 31,
2000. This advance notice period is intended to allow all shareholders to have
an opportunity to consider nominees expected to be considered at the meeting.
All submissions to, or requests from, the Corporate Secretary should be
made to Amcast Industrial Corporation, Washington Park I, 7887 Washington
Village Drive, Dayton, Ohio 45459.
By Order of the Board of Directors
Denis G. Daly, Secretary
21
<PAGE> 24
PROXY
AMCAST INDUSTRIAL CORPORATION
P PROXY FOR ANNUAL MEETING OF SHAREHOLDERS DECEMBER 15, 1999
R SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
O The undersigned holder(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,
X 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
Y Wednesday, December 15, 1999, at 10 a.m., and at any adjournment
thereof, as follows:
1. Election of Directors. Nominees for directors are:
James K. Baker, Earl T. O'Loughlin, and R. William Van Sant.
2. Adoption of the 1999 Stock Incentive Plan.
3. Ratification of the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending
August 31, 2000.
4. 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 1999 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 Wednesday,
December 15, 1999.
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
<PAGE> 25
[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,
2, 3 AND 4.
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES.
FOR WITHHELD
1. Election of All [ ] [ ]
Directors.
(see reverse)
DIRECTORS RECOMMEND A VOTE FOR ITEM 2.
FOR AGAINST ABSTAIN
2. Approval of the [ ] [ ] [ ]
1999 Stock Incentive
Plan.
DIRECTORS RECOMMEND A VOTE FOR ITEMS 3 AND 4.
FOR AGAINST ABSTAIN
3. Ratification of the [ ] [ ] [ ]
Appointment of Ernst &
Young LLP as
independent auditors.
4. 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, 1999.
__________________________________________________________
__________________________________________________________
SIGNATURE(S) DATE
- -------------------------------------------------------------------------------
* PLEASE VOTE, SIGN AND RETURN THE ABOVE PROXY *
[AMCAST LOGO]
INDUSTRIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
DATE: DECEMBER 15, 1999
TIME: 10:00 A.M.
PLACE: AMCAST INDUSTRIAL CORPORATION
7887 WASHINGTON VILLAGE DRIVE
DAYTON, OHIO 45459
