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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, 1999 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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<PAGE>
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,
1999 and August 31, 1998;
(b) Statement of Changes in Net Assets available for Benefits year
ended August 31, 1999;
(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 25, 2000
<PAGE>
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, 1999 and August 31,
1998 and for the two years ended August 31, 1999
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 11, 2000 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, 1999.
/S/ BATTELLE & BATTELLE LLP
Dayton, Ohio
February 11, 2000
EXHIBIT 99.1
--------------
Financial Statements
and Supplemental Schedules
Amcast Industrial Corporation
401(k) Salary Deferral Plan
August 31, 1999 and 1998, and for
the year ended August 31,1999
with Independent Auditors' Report
<PAGE>
2
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Financial Statements
and Supplemental Schedules
August 31, 1999 and 1998, and for
the year ended August 31, 1999
Table of Contents
Independent Auditors' Report...................................................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.....................9
Line 27d - Schedule of Reportable Transactions................................10
<PAGE>
INDEPENDENT AUDITORS' REPORT
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,
1999, and the related statement of changes in net assets available for benefits
for the year ended August 31, 1999. 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. The financial
statements of Amcast Industrial Corporation 401(k) Salary Deferral Plan as of
August 31, 1998, were audited by other auditors whose report dated February 12,
1999, expressed an unqualified opinion on those statements.
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, 1999, and the changes in its net assets available for benefits for
the year ended August 31, 1999, in conformity with generally accepted accounting
principles.
Our audit was 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, 1999, 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.
/S/ BATTELLE & BATTELLE LLP
February 11, 2000
Dayton, Ohio
<PAGE>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statements of Net Assets Available for Benefits
<TABLE>
<S> <C> <C>
August 31
1999 1998
-----------------------------
Assets Cash and cash equivalents:
Uninvested cash $ 6,792 $ -
Investments, at fair value:
Shares of registered investment companies 22,290,840 17,527,427
Common/collective trust fund 9,845,653 9,209,421
Amcast Industrial Corporation common stock 3,781,297 3,317,422
Loans to participants 1,360,937 1,342,973
-----------------------------
37,278,727 31,397,243
Receivables:
Accrued interest and dividend income 3,022 4,170
Employer contributions receivable 12,137 12,662
Employee contributions receivable 84,646 109,761
-----------------------------
99,805 126,593
Net assets available for benefits $ 37,385,324 $ 31,523,836
=============================
</TABLE>
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Statement of Changes in Net Assets Available for Benefits
Year ended August 31, 1999
<S> <C> <C> <C> <C> <C> <C>
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
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Additions:
Investment income:
Interest and dividends $ 125,594 $ 530,386 $ 5,229 $ 8,416 $ 96,784 $ 96,161
Net appreciation
(depreciation) in fair
value of investments 154,175 - 28,616 44,063 (98,918) 1,662,096
Contributions:
Participant 349,851 661,866 61,363 105,266 167,685 817,970
Employer 287,177 7,581 1,890 3,181 7,515 28,006
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916,797 1,199,833 97,098 160,926 173,066 2,604,233
Deductions:
Benefit payments (358,192) (1,585,080) (14,222) (28,061) (211,051) (920,288)
Conversions to other plans 70,498 242,680 43,966 79,112 180,080 826,024
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(287,694) (1,342,400) 29,744 51,051 (30,971) (94,264)
Interfund transfers (171,670) 771,023 3,254 11,486 (181,165) 408,374
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Net (decrease) increase 457,433 628,456 130,096 223,463 (39,070) 2,918,343
Net assets available for
benefits, August 31, 1998 3,340,018 9,233,731 109,490 107,394 1,287,388 4,487,850
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Net assets available for
benefits, August 31, 1999 $3,797,451 $9,862,187 $ 239,586 $ 330,857 $1,248,318 $7,406,193
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<S>
<C> <C> <C> <C> <C>
-------------------------------------------------
T. Rowe T. Rowe
Price Price
Equity Capital (1)
Income Appreciation Unallocated
Fund Fund Other Fund Total
--------------------------------------------------------------
Additions:
Investment income:
Interest and dividends $ 713,647 $ 521,575 $ 112,878 $ - $ 2,210,670
Net appreciation
(depreciation) in fair
value of investments 1,225,892 (16,843) - - 2,999,081
Contributions:
Participant 893,633 385,958 - - 3,443,591
Employer 20,285 3,518 - - 359,153
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2,853,457 894,208 112,878 - 9,012,495
Deductions:
Benefit payments (1,506,472) (544,159) (94,594) - (5,262,119)
Conversions to other plans 578,302 90,450 - - 2,111,112
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(928,170) (453,709) (94,594) - (3,151,007)
Interfund transfers (573,781) (273,993) (320) 6,792
---------------------------------------------------------------
Net (decrease) increase 1,351,506 166,506 17,964 6,792 5,861,488
Net assets available for
benefits, August 31, 1998 8,198,644 3,416,348 1,342,973 - 31,523,836
---------------------------------------------------------------
Net assets available for
benefits, August 31, 1999 $ 9,550,149 $ 3,582,854 $1,360,937 $ 6,792 $37,385,324
===============================================================
</TABLE>
See accompanying notes.
<PAGE>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
Notes to Financial Statements
August 31, 1999
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 20
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 (25 percent for Lee Brass employees)
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.
<PAGE>
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.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
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.
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 August 31, are as follows:
<TABLE>
<S> <C> <C>
1999 1998
----------- -----------
Amcast Industrial Corporation common stock $ 3,781,297 $ 3,317,422
Shares of registered investment companies:
T. Rowe Price Capital Appreciation Fund 3,573,335 3,398,324
T. Rowe Price Equity Index 500 Fund 7,381,667 4,465,974
T. Rowe Price Equity Income Fund 9,525,965 8,167,282
Common/collective trust fund:
T. Rowe Price Stable Value Fund 9,845,653 9,209,421
</TABLE>
<PAGE>
3. Investments (continued)
During fiscal 1999, the Plan's investments (including investments bought, sold,
and held during the year) appreciated in value by $2,999,081 as follows:
<TABLE>
<S> <C>
Year ended August 31,
1999
-----------------
Investments at fair value, as determined
by quoted market price:
Shares of registered investment companies $ 2,844,906
Amcast Industrial Corporation common stock 154,175
----------------
$ 2,999,081
================
</TABLE>
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 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 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. Sale of Division
On September 26, 1998, Superior Valve, 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.
8. 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.
<PAGE>
Supplemental Schedules
<PAGE>
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
EIN 31-0258080 / Plan 002
Line 27a - Schedule of Assets Held for Investment Purposes
August 31, 1999
<S> <C> <C> <C>
Description of Fair
Identity of Issue Investment Cost Value
- ---------------------------------------------------------------------------------------------------------------
Shares of registered investment companies
* T. Rowe Price International Stock Fund 14,802 shares $ 224,321 $ 237,863
* T. Rowe Price New Horizons Fund 13,628 shares 319,644 328,444
* T. Rowe Price New Income Fund 150,188 shares 1,332,662 1,243,556
* T. Rowe Price Capital Appreciation Fund 250,409 shares 3,496,621 3,573,335
* T. Rowe Price Equity Index 500 Fund 206,250 shares 5,394,346 7,381,677
* T. Rowe Price Equity Income Fund 345,144 shares 7,842,159 9,525,965
---------------------------------
18,609,753 22,290,840
Common/collective trust fund
* T. Rowe Price Stable Value Fund 9,845,653 units 9,845,653 9,845,653
* Amcast Industrial Corporation common stock 238,192 shares 4,367,678 3,781,297
Rates ranging from
Participant loans 7% to 10% 1,360,937
---------------------------------
$ 32,823,084 $ 37,278,727
=================================
</TABLE>
* Indicates party-in-interest to the Plan.
<PAGE>
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
EIN 31-0258080 / Plan 002
Line 27d - Schedule of Reportable Transactions
Year ended August 31, 1999
<S> <C> <C> <C> <C> <C> <C>
Value of
Description Cost Asset at Net
of Purchase Selling of Date of Gain or
Identity of Party Involved Investment Price Price Asset Transaction (Loss)
-----------------------------------------------------------------------------------------------------------------------------------
Category (iii)--Series of Transactions in Excess of 5 Percent of Net Assets
Amcast Industrial Corporation common stock 1,008,033 - - 1,008,033 -
- 708,030 702,957 708,030 5,073
T.Rowe Price Stable Value common/collective trust fund $2,387,392 $ - $ - $2,387,392 -
- 1,768,356 1,768,356 1,768,356 -
T. Rowe Price Equity Index 500 Fund mutual fund 2,378,748 - - 2,378,748 -
- 1,147,024 720,019 1,147,024 427,005
T. Rowe Price Equity Income Fund mutual fund 2,219,825 - - 2,219,825 -
- 2,188,736 1,729,438 2,188,736 459,298
T. Rowe Price Capital Appreciation Fund mutual fund 1,010,329 - - 2,360,775 -
- 821,926 808,766 821,926 13,160
</TABLE>
There were no category (i) (ii) or (iv) transactions during the year.
Note: Expense incurred with transaction and rental expense are not applicable.
