SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0258080
(State of Incorporation) (I.R.S. Employer Identification No.)
AMCAST INDUSTRIAL CORPORATION
7887 Washington Village Drive
Dayton, Ohio 45459
(Address, including zip code, of
registrant's principal executive offices)
AMCAST INDUSTRIAL CORPORATION
AMENDED AND RESTATED
1999 DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plan)
Denis G. Daly, Esq.
Vice President, General Counsel and Secretary
Amcast Industrial Corporation
7887 Washington Village Drive
Dayton, Ohio 45459
(937) 291-7000
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share (1) Offering Price Fee
- --------------------- ------------ -------------- -------------- ------------
Common Shares,
without par value (2) 150,000 $8.625 $1,293,750 (3) $342
- --------------------- ------------ -------------- -------------- ------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange Composite Tape on April 20,
2000.
(2) There are also being registered hereunder an equal number of Series A
Preferred Share Purchase Rights, which are currently attached to and
transferrable only with the Common Shares registered hereunder.
(3) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of Common Shares
that may be offered or sold as a result of any adjustments from stock
splits, stock dividends or similar events.
===============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Amcast Industrial Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference as of their respective dates of filing:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended August 31, 1999, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
November 28, 1999, filed pursuant to Section 13(a) of the Exchange Act.
(c) The Company's Quartery Report on Form 10-Q for the quarter ended
February 27, 2000, filed pursuant to Section 13(a) of the Exchange Act.
(d) The description of the Company's common shares contained in the
Registration Statement filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Thompson Hine & Flory LLP has provided a legal opinion to the Company
with respect to the common shares of the Company issuable under the Amcast
Industrial Corporation Amended and Restated 1999 Director Stock Incentive
Plan and registered hereunder.
Item 6. Indemnification of Directors and Officers.
Article VI of the Code of Regulations of the Company sets forth certain
rights of directors and officers of the Company to indemnification. Such rights
provide indemnification by the Company as permitted by Ohio law. The liabilities
against which a director and officer may be indemnified and factors employed to
determine whether a director and officer is entitled to indemnification in a
particular instance depend on whether the proceedings in which the claim for
indemnification arises were brought (a) other than by and in the right of the
Company ("Third Party Actions") or (b) by and in the right of the Company
("Company Actions").
In Third Party Actions, the Company will indemnify each director and
officer against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened or actual proceeding in which he may be involved by reason
of his having acted in such capacity, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company and with respect to any matter the subject of a criminal proceeding, he
had no reasonable cause to believe that his conduct was unlawful.
In Company Actions, the Company will indemnify each director and officer
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense or settlement of any such proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that no indemnification is
permitted with respect to (i) any matter as to which such person has been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless a court determines such person is entitled to
indemnification and (ii) any liability asserted in connection with unlawful
loans, dividends, distribution, distribution of assets and repurchase of Company
shares under Section 1701.95 of the Ohio Revised Code.
S-2
<PAGE>
Unless indemnification is ordered by a court, the determination as to
whether or not an individual has satisfied the applicable standards of conduct
(and therefore may be indemnified) is made by the Board of Directors of the
Company by a majority vote of a quorum consisting of directors of the Company
who were not parties to the action; or if such a quorum is not obtainable, or if
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion; or by the shareholders of the corporation.
The Company maintains insurance policies which presently provide
protection, within the maximum liability limits of the policies and subject to a
deductible amount for each claim, to the Registrant under its indemnification
obligations and to the directors and officers with respect to certain matters
which are not covered by the Registrant's indemnification obligations. The
Company has entered into an indemnification agreement with each director of the
Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits following signature pages.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant with the Securities
Exchange Commission or furnished to the Commission pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
S-3
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
S-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dayton, State of Ohio, on this 24th day of April,
2000.
AMCAST INDUSTRIAL CORPORATION
By /s/ John H. Shuey
--------------------------------------
John H. Shuey
President, Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
- ------------------------------------------------------------------------------
Name Title Date
- ------------------------------------------------------------------------------
/s/ John H. Shuey President and Chief April 24, 2000
- ----------------- Executive Officer
John H. Shuey (principal executive
officer) and Chairman
of the Board
/s/ Douglas D. Watts Vice President, Finance April 24, 2000
- -------------------- (principal financial
Douglas D. Watts officer)
/s/ Mark D. Mishler Corporate Controller April 24, 2000
- ------------------- (principal accounting
Mark D. Mishler officer)
-------------------------------
*James K. Baker Director April 24, 2000
*Walter E. Blankley Director April 24, 2000
*Peter H. Forster Director April 24, 2000
*Leo W. Ladehoff Director April 24, 2000
*Earl T. O'Loughlin Director April 24, 2000
*William G. Roth Director April 24, 2000
*R. William Van Sant Director April 24, 2000
* The undersigned, by signing his name hereto, executes this
Registration Statement pursuant to powers of attorney executed by the
above-named persons and filed with the Securities and Exchange Commission as an
Exhibit to this Registration Statement.
/s/ John H. Shuey
-----------------
John H. Shuey
Attorney-in-Fact
INDEX TO EXHIBITS
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:
4.1 Articles of Incorporation of Amcast Industrial
Corporation, as amended, incorporated by reference from
the Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996.
4.2 Code of Regulations of Amcast Industrial Corporation,
incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended August 31,
1996.
4.3 Amcast Industrial Corporation Amended and Restated 1999 Director
Stock Incentive Plan.
(5) OPINION RE LEGALITY
5.1 Opinion of Thompson Hine & Flory LLP
(23) CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP
23.2 Consent of Thompson Hine & Flory LLP [contained
in their opinion filed as Exhibit 5.1]
(24) POWERS OF ATTORNEY
24.1 Power of Attorney of each person whose signature on this
registration statement was signed by another pursuant to
a power of attorney.
-------------------------------------
S-5
Exhibit 4.3
AMCAST
INDUSTRIAL CORPORATION
AMENDED AND RESTATED
1999 DIRECTOR STOCK INCENTIVE PLAN
1. Purpose
The purpose of this 1999 Director Stock Incentive Plan (the "Plan") is
to encourage increased stock ownership of Amcast Industrial Corporation (the
"Company") by members of the Board of directors of the Company who are not
employees of the Company or any of its Subsidiaries and whose continued services
as directors are considered important to the Company's continued progress. The
Plan's additional purpose is to benefit the Company by providing such directors
with a further incentive to continue as directors of the Company and increase
shareholder value.
2. Definitions
(a) "Board" means the Board of Directors of the Company.
(b) "Company" means Amcast Industrial Corporation, an Ohio corporation.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Fair Market Value" means the mean of the high and low sales prices
of a Share on the date when the value of a Share is to be determined, as
reported on the New York Stock Exchange Composite Transaction Tape; or, if no
sale is reported for such date, then on the next preceding date on which a sale
is reported; or, if the Shares are no longer listed on such exchange, the
determination of such value shall be made by the Board in accordance with
applicable provisions of the Code and related regulations promulgated under the
Code.
(e) "Option" means a nonqualified stock option that is not entitled to
special tax treatment under Section 422A of the Code.
(f) "Outside Director" means a director of the Company who is not employed
by the Company or a Subsidiary of the Company.
(g) "Restricted Share" means any common shares of Company stock granted
under the provisions of Section 8 hereof.
(h) "Shares" means the common shares of the Company.
(i) "Subsidiary" means any company more than 50 percent of the voting stock
of which is owned or controlled, directly or indirectly, by the Company.
3. Shares Subject to the Plan
(a) Maximum Number. The maximum number of Shares that may be subject to
Options or Restricted Shares granted pursuant to the Plan shall be one hundred
fifty thousand (150,000), subject to adjustment in accordance with Subsection
3(b). The Shares which may be issued pursuant to Options or Restricted Shares
may be authorized and unissued Shares or Shares held in the Company's treasury.
In the event of an expiration, termination, or cancellation of any Option or
Restricted Shares granted under the Plan without the issuance of Shares, the
Shares subject to such Option or Restricted Share grants shall no longer be
charged against the 150,000 Share maximum and may again be used for new Options
or Restricted Share grants.
(b) Recapitalization Adjustment. In the event of any change affecting
the Shares by reason of any share dividend or split, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other corporate
change, or any distributions to a holder of Shares other than cash dividends,
the Committee shall make such adjustment, if any, as it may deem appropriate to
avoid dilution in the number and kind of shares authorized for issuance under
the Plan, in the number and kind of shares covered by Options or Restricted
Share grants, and in the option price of outstanding Options.
4. Administration
The Plan shall be administered by the Board. The Board shall have all
the powers vested in it by the terms of the Plan, such powers to include
authority (within the limitations described herein) to prescribe the form of the
agreement embodying awards of Options or Restricted Share grants made under the
Plan. Grants of Options or Restricted Share grants under the Plan shall be
automatic as provided in Section 6(a). The Board shall, subject to the
provisions of the Plan, have the power to construe the Plan, to determine all
questions arising thereunder, and to adopt and amend such rules and regulations
for the administration of the Plan as it may deem desirable. Any decision of the
Board in the administration of the Plan, as described herein, shall be final and
conclusive. No member of the Board shall be liable for any action taken or
decision made in good faith relating to the Plan or any Option or Restricted
Share grants.
5. Eligibility
Each Outside Director of the Company shall be eligible to participate
in the Plan.
6. Terms and Conditions of Options
Each option granted under the Plan shall be evidenced by a signed
written agreement in such form as the Board shall prescribe from time to time in
accordance with the Plan, and shall comply with the following terms and
conditions:
(a) Automatic Grant of Options. On the first business day of January of
each year, each Outside Director who is a director of the Company on such date
shall automatically be granted an Option for one thousand five hundred (1,500)
Shares. All Options granted under the Plan shall be nonqualified stock options.
The purchase price of a Share under each Option shall be the Fair Market Value
of a Share on the date of grant.
(b) Exercisability and Period of Option. Each Option shall become first
exercisable one year after the date upon which it was granted, provided,
however, that any Option granted pursuant to the Plan shall, if not then
exercisable, become exercisable in full upon the retirement of the Outside
Director because of age ("Retirement") or total and permanent disability (as
determined in the sole discretion of the Board), or upon the death of the
Outside Director. No Option shall be exercisable after the expiration of ten
(10) years from the date upon which such Option is granted. Each Option shall be
subject to termination before its date of expiration as provided in Section 7.
(c) Notice of Exercise and Payment. An Option granted under the Plan
may be exercised by the optionee giving written notice of exercise to the
Secretary of the Company. The Option price for Shares purchased shall be paid in
full at the time such notice is given. An Option shall be deemed exercised on
the date the Secretary receives written notice of exercise, together with full
payment for the Shares purchased. The Option price shall be paid to the Company
either in cash, by delivery to the Company of Shares already owned by the
optionee or in any combination of cash and such Shares. In the event
already-owned Shares are used to pay all or a portion of the Option price, the
amount credited to payment of the Option price shall be the Fair Market Value of
the already-owned Shares on the date the Option is exercised.
(d) Fractional Shares. No fractional Shares shall be issued pursuant to
the exercise of an Option, nor shall any cash payment be made in lieu of
fractional Shares.
(e) Options Nontransferable. Each Option granted under the Plan shall,
by its terms, be nontransferable otherwise than by will or the laws of descent
and distribution, and an Option may be exercised, during the lifetime of the
Outside Director, only by such Outside Director or, if permissible under
applicable law, by the Outside Director's guardian or legal representative. No
Option or interest therein may be transferred, assigned, pledged, or
hypothecated by the optionee during his or her lifetime whether by operation of
law or otherwise, or be made subject to execution, attachment, or similar
process.
7. Termination of Service
(a) Termination of Service Other Than Due to Retirement or Death. In
the event that an Outside Director shall cease to be a director, other than by
reason of Retirement or death, then the Outside Director may exercise the Option
during the nine (9)-month period following such termination, but, in no event,
after the expiration of the Option. In the event that the Option is not
exercised during the nine (9)-month period following termination, it shall
expire at the end of such nine (9)-month period. In the event that an Outside
Director ceases to be a director other than by reason of Retirement or death,
and then dies during the nine (9)-month period following such termination of
service as a director, then the Option may be exercised by a legatee or legatees
of the Outside Director under his last will, or by his personal representatives
or distributees, at any time within a period of one year after the Outside
Director's death, but, in no event, after expiration of the Option. In the event
that the Option is not exercised during the one-year period after the Outside
Director's death, then it shall expire at the end of such one-year period.
(b) Retirement. In the event that an Outside Director shall cease to be
a director because of Retirement, then the Outside Director may exercise the
Option at any time during the remaining term of the Option. In the event that an
Outside Director dies following Retirement, then the Option theretofore granted
to the Outside Director may be exercised by a legatee or legatees of the Outside
Director under his last will, or by his personal representatives or
distributees, at any time during the remaining term of the Option.
(c) Death. In the event that an Outside Director shall cease to be a
director because of death, then the Option theretofore granted to the Outside
Director may be exercised by a legatee or legatees of the Outside Director under
his last will, or by his personal representatives or distributees, at any time
during the remaining term of the Option.
8. Restricted Share Awards
The Board may issue Restricted Shares to a Director which Shares shall
be subject to the following terms and conditions and such other terms and
conditions as the Board may prescribe in connection with the grant of a
Restricted Share Award:
(a) General. With respect to each grant of Restricted Shares, the
Board, in its sole discretion, shall determine the period during which the
restrictions set forth at Subsection 8(a) shall apply to the Restricted Shares
(the "Restricted Period").
(b) Restrictions. At the time of grant of Restricted Shares to a
Director, a certificate representing the number of shares granted shall be
registered in his name but shall be held by the Company for the account of the
Director. The Director shall have the entire beneficial ownership interest in,
and all rights and privileges of a shareholder as to, such Restricted Shares,
including the right to receive dividends and the right to vote such Restricted
Shares, subject to the following restrictions: (i) subject to Section 8(c), the
Director shall not be entitled to delivery of the Share certificate until the
expiration of the Restricted Period; (ii) none of the Restricted Shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the Restricted Period; and (iii) all of the Restricted Shares shall be
forfeited and all rights of the Director to such Restricted Shares shall
terminate without further obligation on the part of the Company unless the
Director remains a Director of the Company for the entire Restricted Period in
relation to which such Restricted Shares were granted, except as provided by
Section 8(c). Any Shares received with respect to Restricted Shares as a result
of a recapitalization adjustment pursuant to Section 3(b) shall be subject to
the same restrictions as such Restricted Shares.
(c) Termination of Service as a Director.
(i) Retirement. If a Director ceases to be a Director of the
Company prior to the end of a Restricted Period by reason of retirement with the
consent of the Company, the number of Restricted Shares remaining in the
Director's account shall vest in the Director and all restrictions on such
number of Shares shall lapse. A certificate for such Shares shall be delivered
to the Director in accordance with the provisions of Section 8(d) hereof.
(ii) Death. If a Director ceases to be a Director of the
Company prior to the end of a Restricted Period by reason of death, the
Restricted Shares granted to such Director shall immediately vest in his
beneficiary or estate and all restrictions applicable to such Shares shall
lapse. A certificate for such Shares shall be delivered to the Director's
beneficiary or estate in accordance with the provisions of Subsection 8(d).
(iii) All Other Terminations. If a Director ceases to be a
Director prior to the end of a Restricted Period for any reason other than
retirement or death, the Director shall immediately forfeit all Restricted
Shares then subject to the restrictions of Section 8(b) in accordance with the
provisions thereof, except that the Board may, if it finds that the
circumstances in the particular case so warrant, allow a Director whose
employment has so terminated to retain any or all of the Restricted Shares then
subject to the restrictions of Section 8(b) and all restrictions applicable to
such retained shares shall lapse. A certificate for such retained shares shall
be delivered to the Director in accordance with the provisions of Section 8(d).
(d) Payment of Restricted Shares. At the end of the Restricted Period
or at such earlier time as provided for in Subsection 8(c), all restrictions
applicable to the Restricted Shares shall lapse and a Share certificate for a
number of Shares equal to the number of Restricted Shares, free of all
restrictions, shall be delivered to the Director or his beneficiary or estate,
as the case may be.
9. Limitation of Rights
Neither the Plan, nor the granting of an Option or Restricted Share
award nor any other action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that the Company
will retain an Outside Director for any period of time, or at any particular
rate of compensation.
10. Compliance with Laws and Exchange Requirements
No Option or Restricted Share grant shall be granted and no Shares
shall be issued in connection with any Option unless the Option or Restricted
Share grant and the issuance and delivery of Shares upon exercise of the Option
or Restricted Share grant shall comply with all relevant provisions of state and
federal law, including, without limitation, the Securities Act of 1933, the
Securities Exchange Act of 1934, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed.
11. Amendment and Termination of Plan
(a) Amendment. The Board may from time to time amend the Plan, or any
provision thereof, in such respects as the Board may deem advisable.
(b) Termination. The Board may at any time terminate the Plan.
(c) Effect of Amendment or Termination. Any amendment or the
termination of the Plan shall not adversely affect any Option or Restricted
Share grant previously granted and such Option or Restricted Share grant shall
remain in full force and effect as if the Plan had not been amended or
terminated.
12. Notices
Each notice relating to the Plan shall be in writing and delivered in
person or by certified or registered mail to the proper address. Each notice to
the Board shall be addressed as follows: Amcast Industrial Corporation, 7887
Washington Village Drive, Dayton, Ohio 45459, Attention: Secretary. Each notice
to a participant shall be addressed to the participant at the address of the
participant maintained by the Company on its books and records. Anyone to whom a
notice may be given under this Plan may designate a new address by written
notice to the other party to that effect.
13. Benefits of Plan
This Plan shall inure to the benefit of and be binding upon each
successor of the Company. All rights and obligations imposed upon a participant
and all rights granted to the Company under this Plan shall be binding upon the
participant's heirs, legal representatives, and successors.
14. Pronouns and Plurals
All pronouns shall be deemed to refer to the masculine, feminine,
singular or plural, as the identity of the person or persons may require.
15. Effective Date and Term of Plan
The plan shall become effective January 1, 1999. Unless sooner
terminated under Section 10, the Plan shall be in effect for a period of ten
years and automatically terminate on the tenth anniversary of its Effective
Date.
Exhibit 5.1
Thompson Hine & Flory LLP
2000 Courthouse Plaza, N.E.
P.O. Box 8801
Dayton, Ohio 45401-8801
(937) 443-6600
April 26, 2000
Amcast Industrial Corporation
7887 Washington Village Drive
Dayton, Ohio 45401
Ladies and Gentlemen:
We have acted as counsel to Amcast Industrial Corporation, an Ohio corporation
(the "Company"), in connection with the Amcast Industrial Corporation Amended
and Restated 1999 Director Stock Incentive Plan (the "Plan") and the preparation
of the Company's Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission in connection therewith.
Please be advised that we have examined such proceedings and records of the
Company, and have made investigation of such other matters, as in our judgment
permits us to render an informed opinion on the matters set forth herein.
Based upon the foregoing, it is our opinion that the common shares of the
Company offered under the Plan have been duly authorized and, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Company's
Registration Statement on Form S-8 with respect to the Plan.
Very truly yours,
/s/ Thompson Hine & Flory LLP
DAN:JMR:lsh
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Amended and Restated 1999 Director Stock
Incentive Plan of our report dated October 19, 1999, with respect to the
consolidated financial statements and schedules of Amcast Industrial
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended August 31, 1999, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
--------------------
Ernst & Young LLP
Dayton, Ohio
April 17, 2000
Exhibit 24.1
AMCAST INDUSTRIAL CORPORATION
LIMITED POWER OF ATTORNEY
WHEREAS, Amcast Industrial Corporation, an Ohio corporation (the
"Company"), intends to file with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), a Registration Statement on
Form S-8 covering 150,000 of its common shares, without par value, that may be
issued under the Company's Amended and Restated 1999 Director Stock Incentive
Plan (the "Registration Statement") and (ii) a Registration Statement on Form
S-8 covering 425,000 of its common shares, without par value, that may be issued
under the Company's 1999 Stock Incentive Plan.
NOW THEREFORE, the undersigned, in his capacity as a director of
the Company, hereby appoints John H. Shuey and Denis G. Daly and each of them to
be his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to execute his name, place and stead, as
aforesaid, the Registration Statement and any post-effective amendments thereto,
and any and all other instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission.
Said attorney shall have full power and authority to do and perform, in the name
and on behalf of the undersigned, every act whatsoever necessary or desirable to
be done, as fully to all intents and purposes as the undersigned might or could
do in person. The undersigned hereby ratifies and approves the acts of said
attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument
this 25th day of August, 1999.
/s/ James K. Baker /s/ Leo W. Ladehoff
---------------------- -------------------
James K. Baker Leo W. Ladehoff
/s/ Walter E. Blankley /s/ Earl T. O'Loughlin
---------------------- -----------------------
Walter E. Blankley Earl T. O'Loughlin
/s/ Peter H. Forster /s/ William G. Roth
---------------------- -----------------------
Peter H. Forster William G. Roth
/s/ R. William Van Sant
----------------------
R. William Van Sant
