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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 31-258080
- --------------------- ---------------------
AMCAST INDUSTRIAL CORPORATION
401 (k) SALARY DEFERRAL PLAN
FOR BARGAINING UNIT EMPLOYEES - PLAN 2
(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 for
Bargaining Unit Employees - Plan 2 (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,
1998;
(b) Statement of Changes in Net Assets available for Plan 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
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 for
Bargaining Unit Employees - Plan 2 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
FOR BARGAINING UNIT EMPLOYEES -
PLAN 2
By: /s/ DOUGLAS D. WATTS
---------------------
Douglas D. Watts
Authorized Committee Member
Dated: October 22, 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 LLP
(99) ADDITIONAL EXHIBITS
99.1 Annual Financial Statements of Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan
2 for the year 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) pertaining to the Amcast Industrial Corporation 401(k) Salary Deferral Plan
for Bargaining Unit Employees - Plan 2 of our report dated February 18, 1999
with respect to the financial statements and schedules of Amcast Industrial
Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
included in this Annual Report (Form 11-K) for the year ended August 31, 1998.
/s/ ERNST & YOUNG LLP
Dayton, Ohio
October 19, 1999
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EXHIBIT 99.1
------------
Financial Statements
and Supplemental Schedules
Amcast Industrial Corporation
401(k) Salary Deferral Plan
for Bargaining Unit Employees - Plan 2
August 31, 1998 and the
year ended August 31, 1998
with Report of Independent Auditors
<PAGE> 2
Amcast Industrial Corporation
401(k) Salary Deferral Plan
for Bargaining Unit Employees - Plan 2
Financial Statements
and Supplemental Schedules
August 31, 1998 and the
year ended August 31, 1998
TABLE OF CONTENTS
Report of Independent Auditors..............................................1
Audited Financial Statements
Statement 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
<PAGE> 3
Report of Independent Auditors
Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
We have audited the accompanying statement of net assets available for benefits
of Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit
Employees - Plan 2 as of August 31, 1998 and the related statement of changes in
net assets available for benefits for the year 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 audit.
We conducted our audit 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 audit provides 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 the changes in its net assets available for benefits for the
year ended August 31, 1998, in conformity with generally accepted accounting
principles.
Our audit was made for the purposes 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 18, 1999
1
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
Statement of Net Assets Available for Benefits
<TABLE>
<CAPTION>
AUGUST 31
1998
-----------
<S> <C>
ASSETS
Investments, at fair value:
Shares of registered investment companies $ 1,902,856
Common/collective trust fund 1,365,287
Amcast Industrial Corporation common stock 76,348
Loans to participants 169,249
-----------
3,513,740
Receivables:
Employer contributions receivable 381
Employee contributions receivable 20,808
Accrued interest and dividend income 488
-----------
Net assets available for benefits $ 3,535,417
===========
</TABLE>
See accompanying notes.
2
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
Statement of Changes in Net Assets Available for Benefits
Year ended August 31, 1998
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------------
AMCAST T. ROWE T. ROWE T. ROWE T. ROWE T. ROWE
INDUSTRIAL PRICE PRICE PRICE PRICE PRICE
CORPORATION STABLE INTERNATIONAL NEW NEW EQUITY
COMMON VALUE STOCK HORIZONS INCOME INDEX 500
STOCK FUND FUND FUND FUND FUND
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income
Interest and dividends $ 1,290 $ 32,571 $ 3 $ 6 $ 410 $ 252
Net depreciation in fair
value of investments (27,131) - (185) (2,019) (132) (5,646)
Contributions
Participant 8,562 96,065 1,156 2,098 5,720 11,849
Employer 6,619 - - - - -
----------- ----------- ----------- ----------- ----------- -----------
(10,660) 128,636 974 85 5,998 6,455
Deductions:
Benefit payments (304) (18,044) - - (188) (532)
Conversions from other
company-sponsored plans 88,335 1,371,124 - - 11,476 26,054
----------- ----------- ----------- ----------- ----------- -----------
88,031 1,353,080 - - 11,288 25,522
Interfund transfers (233) (108,284) 725 6,289 (6,739) 26,915
----------- ----------- ----------- ----------- ----------- -----------
Net increase 77,138 1,373,432 1,699 6,374 10,547 58,892
Net assets available for
benefits, August 31,1997 - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for
benefits, August 31,1998 $ 77,138 $ 1,373,432 $ 1,699 $ 6,374 $ 10,547 $ 58,892
=========== =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
FUND INFORMATION
------------------------------------------------------------
T. ROWE T. ROWE
PRICE PRICE
EQUITY CAPITAL
INCOME APPRECIATION PARTICIPANT
FUND FUND LOANS TOTAL
------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income
Interest and dividends $ 22,012 $ 5 $ 1,802 $ 58,351
Net depreciation in fair
value of investments (213,008) (1,128) - (249,249)
Contributions
Participant 130,173 6,993 - 262,616
Employer - - - 6,619
----------- ----------- ----------- -----------
(60,823) 5,870 1,802 78,337
Deductions:
Benefit payments (28,126) (379) (550) (48,123)
Conversions from other
company-sponsored plans 1,977,740 18,808 11,666 3,505,203
----------- ----------- ----------- -----------
1,949,614 18,429 11,116 3,457,080
Interfund transfers (80,333) 5,329 156,331 -
----------- ----------- ----------- -----------
Net increase 1,808,458 29,628 169,249 3,535,417
Net assets available for
benefits, August 31,1997 - - - -
----------- ----------- ----------- -----------
Net assets available for
benefits, August 31,1998 $ 1,808,458 $ 29,628 $ 169,249 $ 3,535,417
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
3
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
Notes to Financial Statements
August 31, 1998
1. DESCRIPTION OF THE PLAN
The following description of Amcast Industrial Corporation 401(k) Salary
Deferral Plan for Bargaining Unit Employees-Plan 2 (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 the Cedarburg, Richmond, and Superior Valve facilities who are
compensated on an hourly basis and are covered by a collective bargaining
agreement. It is subject to the Employee Retirement Income Security Act of 1974
(ERISA).
CONTRIBUTIONS
The Plan allows for employee deferred contributions in participant-directed
amounts 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 (the "IRC") Section 401(a). Employees may also annually
contribute no more than two lump sum salary deferral contributions, provided
that total contributions do not exceed the maximum contribution allowed for each
employee. The Company makes matching contributions equal to 15 percent of the
first 6 percent of compensation that is deferred by participants to the Plan.
All employer contributions are in Company stock.
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. 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. Vested benefits are paid
by lump-sum distribution upon retirement, death, or termination.
PAYMENT OF BENEFITS
Upon termination of service for any reason, a participant may receive a lump-sum
amount equal to the vested value of his or her account, either in cash or stock.
4
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
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 on these loans are one percent above the prime rate
of interest on the first business day of the calendar quarter in which a loan
application is made to the Company.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contributions and
allocations of (a) the Company's contributions and (b) the Plan's earnings. The
benefit to which a participant is entitled is the benefit that can be provided
from the participant's account.
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.
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.
5
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
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 owed 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 August 31, are as follows:
1998
----------
Shares of registered investment companies:
T. Rowe Price Stable Value Fund $1,365,287
T. Rowe Price Equity Income Fund 1,798,179
During fiscal 1998, the Plan's investments (including investments bought, sold,
and held during the year) depreciated in value by ($249,249), as follows:
YEAR ENDED
AUGUST 31, 1998
---------------
Investments at fair value, as determined by quoted market
prices:
Shares of registered investment companies $ (222,118)
Amcast Industrial Corporation common stock (27,131)
---------------
$ (249,249)
===============
4. INCOME TAX STATUS
The Internal Revenue Service (IRS) has not yet determined if the Plan qualifies
under Section 401(a) of the IRC. However, the Plan Administrator believes that
the Plan is qualified and therefore the related trust is exempt from taxation.
Once qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification.
6
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
Notes to Financial Statements (continued)
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
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 FROM OTHER COMPANY-SPONSORED PLANS
This plan was created for employees formerly covered by other Company-sponsored
plans in prior periods. The amounts disclosed in the Statement of Changes in Net
Assets Available for Benefits are those assets which were transferred from the
Amcast Industrial Corporation Salary Deferral Plan for Bargaining Unit Employees
and the Amcast Industrial Corporation 401(k) Salary Deferral Plan into this plan
for those eligible employees made effective either at September 1, 1997,
December 1, 1997 or June 1, 1998.
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% 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.
9. SUBSEQUENT EVENT
On October 16, 1998, Superior Value, a division of Amcast Industrial Corporation
(Plan Sponsor) and whose employees were participants under the Plan was sold.
The participants' assets in the plan were distributed as prescribed by the plan
document.
7
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Supplemental Schedules
<PAGE> 11
Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
EIN 31-0258080 / Plan 021
Line 27a - Schedule of Assets Held for Investment Purposes
August 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION OF CURRENT
IDENTITY OF ISSUE INVESTMENT COST VALUE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHARES OF REGISTERED INVESTMENT COMPANIES:
* T. Rowe Price Capital Appreciation Fund 2,006 shares $ 30,350 $ 29,110
* T. Rowe Price Equity Income Fund 75,081 shares 2,015,472 1,798,179
* T. Rowe Price Equity Index 500 Fund 2,224 shares 63,935 57,977
* T. Rowe Price International Stock Fund 114 shares 1,717 1,532
* T. Rowe Price New Horizons Fund 327 shares 8,011 5,991
* T. Rowe Price New Income Fund 1,125 shares 10,204 10,067
------------------------------
2,129,689 1,902,856
COMMON/COLLECTIVE TRUST FUND:
* T. Rowe Price Stable Value Fund 1,365,287 units 1,365,287 1,365,287
* Amcast Industrial Corporation common stock 4,986 shares 103,126 76,348
Participant loans Rates from 9.25% - 9.75% - 169,249
==============================
$ 3,598,102 $ 3,513,740
==============================
</TABLE>
* Indicates party-in-interest to the Plan
8
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Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
EIN 31-0258080 / Plan 021
Line 27d - Schedule of Reportable Transactions
For the year ended August 31, 1998
<TABLE>
<CAPTION>
COST
DESCRIPTION OF PURCHASE SELLING OF
IDENTITY OF PARTY INVOLVED INVESTMENT PRICE PRICE ASSET
- ----------------------------------------------------------------------------------------------------------------------------
Category (i)--A Single Transaction in Excess of 5 Percent of Plan Assets
- ------------------------------------------------------------------------
<S> <C> <C> <C>
T.Rowe Price Stable Value Fund common/collective trust fund $ 443,473 $ - $ 443,473
T.Rowe Price Stable Value Fund common/collective trust fund 924,454 - 924,454
T. Rowe Price Equity Income Fund mutual fund 960,198 - 960,198
T. Rowe Price Equity Income Fund mutual fund 1,017,505 - 1,017,505
Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets
- ------------------------------------------------------------------------------
T.Rowe Price Stable Value Fund common/collective trust fund 1,490,050 - -
- 124,762 124,762
T. Rowe Price Equity Income Fund mutual fund 2,138,113 - -
- 126,925 122,795
</TABLE>
<TABLE>
<CAPTION>
CURRENT
VALUE OF NET
ASSET AT REALIZED
DESCRIPTION OF DATE OF GAIN OR
IDENTITY OF PARTY INVOLVED INVESTMENT TRANSACTION (LOSS)
- --------------------------------------------------------------------------------------------------------------
Category (i)--A Single Transaction in Excess of 5 Percent of Plan Assets
- ------------------------------------------------------------------------
<S> <C> <C>
T.Rowe Price Stable Value Fund common/collective trust fund $ 443,473 $ -
T.Rowe Price Stable Value Fund common/collective trust fund 924,454 -
T. Rowe Price Equity Income Fund mutual fund 960,198 -
T. Rowe Price Equity Income Fund mutual fund 1,017,505 -
Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets
- ------------------------------------------------------------------------------
T.Rowe Price Stable Value Fund common/collective trust fund 1,490,050 -
124,762 -
T. Rowe Price Equity Income Fund mutual fund 2,138,113 -
126,925 4,130
</TABLE>
There were no category (ii) or (iv) transactions during the year.
Note: Expense incurred with transaction and rental expense are not applicable.
9
