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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 31-258080
- --------------------- ---------------------
AMCAST INDUSTRIAL CORPORATION
401 (k) SALARY DEFERRAL PLAN
FOR BARGAINING UNIT EMPLOYEES - PLAN 2
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(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 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) Statements of Net Assets available for Plan Benefits - August 31,
1998 and August 31, 1998;
(b) Statement of Changes in Net Assets available for Plan 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
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 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 LLP
(99) ADDITIONAL EXHIBITS
99.1 Annual Financial Statements of Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan
2 at August 31, 1999 and August 31, 1998 and for the two years
ended August 31, 1999
EXHIBIT 23.1
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-38176) pertaining to Amcast Industrial Corporation 401(k) Salary
Deferral Plan for Bargaining Unit Employees - Plan 2 of our report dated
February 11, 2000 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, 1999.
/S/ BATTELLE & BATTELLE LLP
Dayton, Ohio
February 11, 2000
EXHIBIT 99.1
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Financial Statements
and Supplemental Schedules
Amcast Industrial Corporation
401(k) Salary Deferral Plan
for Bargaining Unit Employees - Plan 2
August 31, 1999 and 1998, and for
the year ended August 31, 1999
with Independent Auditors' Report
<PAGE>
Amcast Industrial Corporation
401(k) Salary Deferral Plan
for Bargaining Unit Employees - Plan 2
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
Statement of Assets Available for Benefits....................................2
Statement of Changes in 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>
INDEPENDENT AUDITORS' REPORT
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 the Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining
Unit Employees - Plan 2 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 for Bargaining Unit Employees - Plan 2 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 for Bargaining Unit Employees - Plan 2
Statements of Net Assets Available for Benefits
August 31
1999 1998
---------------------------
Assets
Investments, at fair value:
Shares of registered investment companies $ 1,841,889 $ 1,902,856
Common/collective trust fund 1,143,663 1,365,287
Amcast Industrial Corporation common stock 95,270 76,348
Loans to participants 228,825 169,249
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3,309,647 3,513,740
Receivables:
Accrued interest and dividend income 308 488
Employer contributions receivable 207 381
Employee contributions receivable 6,586 20,808
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7,101 21,677
Net assets available for benefits $ 3,316,748 $ 3,535,417
===========================
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
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, 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
--------------------------------------------------------------------------
Additions:
Investment income:
Interest and dividends $ 2,990 $ 70,531 $ 49 $ 599 $ 1,328 $ 1,412
Net appreciation
(depreciation) in fair
value of investments 2,630 - 713 2,910 (1,491) 22,527
Contributions:
Participant 13,717 174,589 4,621 6,869 19,532 33,914
Employer 11,400 - - - - -
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30,738 245,121 5,382 10,378 19,369 57,853
Deductions:
Benefit payments (3,260) (415,908) (1,600) (1,432) (698) (25,794)
Conversions to other plans (7,226) (5,979) - - (1,674) 536
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(10,486) (421,887) (1,600) (1,432) (2,372) (25,258)
Interfund transfers (1,676) (50,362) (1,591) 1,186 (752) 45,058
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Net (decrease) increase 18,576 (227,128) 2,191 10,132 16,245 77,653
Net assets available for
benefits, August 31, 1998 77,138 1,373,432 1,699 6,374 10,547 58,892
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Net assets available for
benefits, August 31, 1999 $ 95,714 $ 1,146,304 $ 3,890 $ 16,506 $ 26,792 $ 136,545
==========================================================================
<C> <C> <C> <C>
---------------------------------------
T. Rowe T. Rowe
Price Price
Equity Capital
Income Appreciation
Fund Fund Other Total
----------------------------------------------------
Additions:
Investment income:
Interest and dividends $ 138,359 $ 5,001 $ 15,258 $ 235,527
Net appreciation
(depreciation) in fair
value of investments 286,137 (20) - 313,406
Contributions:
Participant 187,513 23,434 - 464,189
Employer - - - 11,400
----------------------------------------------------
612,010 28,415 15,258 1,024,522
Deductions:
Benefit payments (639,844) (4,752) (55,243) (1,148,531)
Conversions to other plans (80,303) (14) - (94,660)
----------------------------------------------------
(720,147) (4,766) (55,243) (1,243,191)
Interfund transfers (90,077) (1,347) 99,561 -
----------------------------------------------------
Net (decrease) increase (198,214) 22,302 59,576 (218,669)
Net assets available for
benefits, August 31, 1998 1,808,458 29,628 169,249 3,535,417
----------------------------------------------------
Net assets available for
benefits, August 31, 1999 $ 1,610,244 $ 51,930 $ 228,825 $ 3,316,748
====================================================
</TABLE>
Amcast Industrial Corporation
401 (k) Salary Deferral Plan
For Bargaining Unit Employees - Plan 2
Notes to Financial Statements
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 Amcast Automotive Brake and Chassis 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 several optional methods upon retirement, death, or termination.
1. Description of the Plan (continued)
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, either in cash or stock.
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.
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:
<TABLE>
<S> <C> <C>
1999 1998
---------- ----------
Shares of registered investment companies:
T. Rowe Price Stable Value Fund $1,143,663 $1,365,287
T. Rowe Price Equity Income Fund $1,607,710 1,798,179
</TABLE>
During fiscal 1999, the Plan's investments (including investments bought, sold,
and held during the year) appreciated in value by $313,406, as follows:
<TABLE>
<S> <C>
Year ended
August 31, 1999
---------------
Investments at fair value, as determined by quoted market prices:
Shares of registered investment companies $ 310,776
Amcast Industrial Corporation common stock 2,630
===============
$ 313,406
===============
</TABLE>
<PAGE>
4. Income Tax Status
The Internal Revenue Service (IRS) ruled has not yet determined if the Plan
qualifies under Section 401(a) of the Internal Revenue Code (the "IRC").
However, the Plan administrator believes that the Plan is qualified and,
therefore, the underlying trust is not subject to income tax under present law.
Once qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Pension Administration Committee is not aware of
any course of action or series of events that have occurred that might adversely
affect the Plan's qualified status.
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 to 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 401(k) Salary Deferral Plan into this plan at
either December 31, 1997 or June 30, 1998.
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 for Bargaining Unit Employees - Plan 2
EIN 31-0258080 / Plan 002
Line 27a - Schedule of Assets Held for Investment Purposes
August 31, 1999
<S> <C> <C> <C>
Description of Current
Identity of Issue Investment Cost Value
- ------------------------------------------------------------------------------------------------
* T. Rowe Price International Stock Fund 237 shares 3,578 3,815
* T. Rowe Price New Horizons Fund 681 shares 15,499 16,417
* T. Rowe Price New Income Fund 3,187 shares 27,887 26,386
* T. Rowe Price Capital Appreciation Fund 3,619 shares 52,614 51,643
* T. Rowe Price Equity Index 500 Fund 3,798 shares 121,921 135,918
* T. Rowe Price Equity Income Fund 58,250 shares 1,571,836 1,607,710
------------------------------
1,793,335 1,841,889
* T. Rowe Price Stable Value Fund 1,143,663 units 1,143,663 1,143,663
* Amcast Industrial Corporation common stock 6,001 shares 118,163 95,270
Rates ranging from
8.75% to 9.75% - 228,825
------------------------------
$ 3,055,161 $ 3,309,647
==============================
* Indicates party-in-interest to the Plan.
</TABLE>
<TABLE>
<CAPTION>
Amcast Industrial Corporation
401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2
EIN 31-0258080 / Plan 002
Line 27d - Schedule of Reportable Transactions
Year ended August 31, 1999
<S> <C> <C> <C> <C> <C> <C>
Current
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 (i)--Individual Transactions in Excess of 5 Percent of Net Assets
T.Rowe Price Stable Value common/collective trust fund $ - $ 181,677 $ 181,677 $ 181,677 $ -
Equity Income Fund mutual fund $ - $ 319,058 $ 298,152 $ 319,058 $ 20,906
Category (iii)--Series of Transactions in Excess of 5 Percent of Net Assets
T.Rowe Price Stable Value common/collective trust fund $ 253,510 $ - $ - $ 253,510 $ -
$ - $ 466,447 $ 466,447 $ 466,447 $ -
T.Rowe Price Equity Income Fund mutual fund $ 328,004 $ - $ - $ 328,004 $ -
$ - $ 721,965 $ 693,824 $ 721,965 $ 28,141
</TABLE>
There were no category (i) (ii) or (iv) transactions during the year.
Note: Expense incurred with transaction and rental expense are not applicable.
