SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2000 Commission file number 1-9967
AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0258080
------------------------ -------------------
(State of Incorporation) (I.R.S. employer
identification no.)
7887 Washington Village Drive, Dayton, Ohio 45459
------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
(937) 291-7000
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Shares, without par value New York Stock Exchange
Preferred Share Purchase Rights
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or in information
statements incorporated by reference in Part III of this Form 10K or any
amendment to this Form 10-K. [ X]
Aggregate market value of common shares, no par value, held by
non-affiliates of the registrant (assuming only for the purposes of this
computation that directors and officers may be affiliates) as of October 23,
2000--$69,887,751.
Number of common shares outstanding, no par value, as of October 23, 2000--
8,405,604 shares.
Documents Incorporated by Reference
Parts I, II and IV--Portions of Annual Report to Shareholders for the year ended
August 31, 2000.
Part III--Portions of Proxy Statement for the Annual Meeting of Shareholders to
be held on December 20, 2000, filed November 14, 2000.
<PAGE>
PART I
ITEM 1 - BUSINESS
Amcast Industrial Corporation, an Ohio corporation incorporated in 1869,
and its subsidiaries (called collectively "Amcast" or the "Company") are engaged
in the business of producing fabricated metal products and cast and tubular
metal products in a variety of shapes, sizes, and metals for sale to end users
directly, through sales representatives and distributor organizations, and to
original equipment manufacturers. The Company serves three major sectors of the
economy: automotive, construction, and industrial. Manufacturing facilities are
located in the United States of America, primarily in the Midwest, and in Italy.
During fiscal 1998, the Company acquired Lee Brass Company, located in
Anniston, Alabama; ceased operations at Flagg Brass, Inc., located in Stowe,
Pennsylvania; and during fiscal 1999, sold Superior Valve Company, located in
Washington, Pennsylvania. See further discussion in "Flow Control Products"
below. During fiscal 1997, the Company acquired all of the outstanding stock of
Speedline S.p.A. and its subsidiaries ("Speedline"), a major European
manufacturer located in Italy and during fiscal 1998, sold Amcast Precision
Products Inc. in Rancho Cucamonga, California. See further discussion in
"Engineered Components" below.
The Company operates in two business segments -- (1) Flow Control
Products and (2) Engineered Components. Information concerning the net sales,
operating profit, and identifiable assets of each segment and sales by product
category for years 1998 through 2000 appears under "Business Segments" in the
Notes to Consolidated Financial Statements in the Company's Annual Report to
Shareholders for the year ended August 31, 2000. Such information is
incorporated herein by reference and is included as Exhibit 13.1 of this report.
Domestic export sales were $16.1 million, $18.0 million, and $33.4 million in
fiscal 2000, 1999, and 1998, respectively.
FLOW CONTROL PRODUCTS
The Flow Control Products segment (Flow Control) includes the businesses
of Elkhart Products Corporation (Elkhart), Lee Brass Company (Lee Brass), and
Amcast Industrial Ltd. Elkhart produces a complete line of wrot copper fittings
for use in residential, commercial, and industrial construction and markets
brass pipe fittings. Lee Brass manufactures cast brass products for residential,
commercial, and industrial plumbing systems as well as specific cast brass
components unique to the application of original equipment manufacturers. Amcast
Industrial Ltd. is the Canadian marketing channel for the Company's Flow Control
segment manufacturing units.
The Flow Control Products segment is a leading supplier of copper pipe
fittings for the industrial, commercial, and residential construction markets.
These products are sold through distributors and wholesalers. Shipments are
primarily made by truck from Company locations directly to customers. The
competition is comprised of a number of manufacturers of parts for air
conditioning, refrigeration, and plumbing systems. The Company believes that
competition in this segment is based on a number of factors including product
quality, service, delivery, and value.
The Flow Control Products segment is one of three major suppliers of
copper fittings to the North American industrial, commercial, and residential
plumbing markets. Products are sold primarily through plumbing wholesalers,
retail hardware stores and home centers, and to original equipment manufacturers
and replacement parts distributors in the air
<PAGE>
FLOW CONTROL PRODUCTS (cont'd)
---------------------
conditioning and commercial refrigeration business. Competition is based on
service levels, pricing, and breadth of product offering. The Company's prime
competitors are Mueller Industries, Inc., a publicly-owned company listed on the
New York Stock Exchange, and NIBCO Inc., a privately-held company headquartered
in Elkhart, Indiana. Both Mueller Industries, Inc. and NIBCO Inc. may have
greater financial resources than the Company.
On April 9, 1998, the Company acquired Lee Brass Company, a
privately-owned company located in Anniston, Alabama. Lee Brass is a major
manufacturer of cast brass products for residential, commercial, and industrial
plumbing systems. The purchase price was approximately $16.1 million consisting
of cash payments of $11.7 million and debt assumption of $4.4 million.
Following the acquisition of Lee Brass, the Company consolidated its two
brass foundry operations and ceased production at its Flagg Brass plant located
in Stowe, Pennsylvania. The consolidation plan included the transfer of certain
product lines to Lee Brass, the closure of the Flagg Brass facility, and the
termination of approximately 100 salaried and hourly personnel.
On October 16, 1998, the Company sold Superior Valve Company for $35.6
million in cash. The transaction resulted in a pre-tax gain of $9.0 million.
This business, acquired by Amcast in 1986, produces specialty valves and related
products for the compressed gas and commercial refrigeration markets. Results
for 1999 and 1998 included sales for Superior Valve of approximately $4.6
million and $42.0 million, respectively, in the Company's Flow Control Segment.
The majority of the Flow Control Products segment's business is based on
customer purchase orders for their current product requirements. Such orders are
filled from inventory positions maintained in the regional warehouse
distribution network. In certain situations, longer-term supply arrangements are
in place with major customers. Such arrangements are of the type that stipulate
a certain percentage of the customer's requirements to be delivered at a
specific price over a set period of time. Such arrangements are beneficial to
the Company in that they provide firm forecasts of demand that allow for
efficient use of equipment and manpower.
See Properties at Item 2 of this report for information on the Company's
facilities which operate in this segment.
ENGINEERED COMPONENTS
The Engineered Components segment produces cast and fabricated metal
products principally for sale to original equipment manufacturers and tier one
suppliers in the transportation, construction, air conditioning, and
refrigeration industries. The Company's manufacturing processes involve the
melting of raw materials for casting into metal products having the
configuration, flexibility, strength, weight, and finish required for the
customer's end use. The Company also custom fabricates copper and aluminum
tubular parts. The Company manufactures products on a high-volume,
medium-volume, and specialized basis and its metal capabilities include
aluminum, magnesium, and copper. Products manufactured by the North American
operations of this segment include aluminum castings for suspension, air
conditioning and anti-lock braking systems, master cylinders, differential
carriers, brake calipers and cast aluminum wheels for use on automobiles and
light trucks, and parts for use in heating and air conditioning systems.
Delivery is mostly by truck from Amcast locations directly to customers.
Principal products manufactured by Speedline, in Italy, include aluminum wheels
for passenger cars and trucks. Speedline also manufactures aluminum and
magnesium racing wheels, aftermarket wheels, modular wheels and hubcaps.
The Engineered Components segment is not solely dependent on a single
customer; however, a significant portion of the Engineered Components business
is directly or indirectly dependent on the automobile manufacturing industry.
The Company's net sales to various divisions of General Motors Corporation were
$157.1 million, $136.5 million, and $105.7 million for fiscal 2000, 1999, and
1998, respectively. No other customer accounted for more than 10% of
consolidated sales.
<PAGE>
ENGINEERED COMPONENTS (cont'd)
---------------------
The Engineered Components segment is a leading supplier of aluminum
automotive components and aluminum wheels for automotive original equipment
manufacturers in North America and also a leading supplier of light-alloy wheels
for automotive original equipment manufacturers and aftermarket applications in
Europe. Competition in the automotive components industry is global with
numerous competitors. The basis of competition is generally design and
engineering capability, price, product quality, and delivery.
There are approximately 25 competitors in the aluminum automotive
component business serving the North American market. Principal competitors
include Alcoa, Hayes Lemmerz International, Inc., Stahl Specialty Company, a
subsidiary of the Budd Co., Contech, a subsidiary of SPX Corporation, and
Citation Corporation, some of which have significantly greater financial
resources than the Company.
There are approximately 18 producers of aluminum wheels which service the
North American market. The largest of these are Superior Industries
International, Inc. and Hayes Lemmerz International, Inc. The next tier of
suppliers includes the Company, Alcoa, and Enkei America Inc. Some of the
Company's competitors in the aluminum wheel business have significantly greater
financial resources than the Company.
There are approximately 15 competitors in the aluminum and magnesium
automotive wheel business serving the European market. Principal competitors
include Hayes Lemmerz International, Inc., Ronal, ATS, and Alloy Wheels
International (AWI), some of which may have significantly greater financial
resources than the Company.
The Company operates on a "blanket" order basis and generally supplies
all of the customer's annual requirements for a particular part. Customers issue
firm releases and shipping schedules each month against their blanket orders
depending on their current needs. As a result, order backlog varies from month
to month and is not considered firm beyond a 30-day period.
Effective March 30, 1998, the Company sold Amcast Precision Products Inc.
(Precision), its Rancho Cucamonga, California investment casting operation, for
$25.4 million. Precision produces ferrous and nonferrous castings for the
aerospace industry. Results for 1998 included sales for Precision of
approximately $13.1 million in the Company's Engineered Components segment. This
was Amcast's only operation in the aerospace industry.
See Properties at Item 2 of this report for information on the Company's
facilities which operate in this segment.
GENERAL INFORMATION
Aluminum and copper, the essential raw materials to the business, are
commodity-based metals purchased from worldwide sources of supply. Supplier
selection is based upon quality, delivery, reliability, and price. Availability
of these materials is judged to be adequate. The Company does not anticipate any
material shortage that will alter production schedules during the coming year.
Aluminum and copper are basic commodities traded in international
markets. Changes in aluminum and copper costs are generally passed through to
the customer. In North America, changes in the cost of aluminum are currently
passed through to the customer based on various formulas as is the custom in the
automotive industry sector the Company serves. In Europe, changes in the cost of
aluminum are currently passed through to approximately two-thirds of the
customers based upon various formulas and through negotiated contracts with the
remaining customers. Copper cost increases and decreases are generally passed
through to the customer in the form of price changes as permitted by prevailing
market conditions. The Company is unable to project whether these costs will
increase or decrease in the future. The Company's ability to pass through any
increased costs to the customer in the future will be determined by market
conditions at that time.
<PAGE>
GENERAL INFORMATION (cont'd)
-------------------
The Company owns a number of patents and patent applications relating to
the design of its products. While the Company considers, in the aggregate, these
patents are important to operations, it believes that the successful manufacture
and sale of its products generally depend more on the Company's technological
know-how and manufacturing skills.
Capital expenditures related to compliance with federal, state, and local
environmental protection regulations for fiscal 2001 and 2002 are not expected
to be material. Management believes that operating costs related to
environmental protection will not have a materially adverse effect on future
earnings or the Company's competitive position in the industry.
The Company employed approximately 4,530, 4,960, and 4,500 associates at
August 31, 2000, 1999, and 1998, respectively.
In general, sales and production in the automotive industry are cyclical
and vary based on the timing of consumer purchases of vehicles and overall
economic strength. Production schedules can vary significantly from quarter
to quarter to meet customer demands.
Cautionary Statements Under the Private Securities Reform Act of 1995
Certain statements in this Report, in the Company's press releases, and
in oral statements made by or with the approval of an authorized executive
officer of the Company constitute "forward-looking statements" as that term is
defined under the Private Securities Litigation Reform Act of 1995. These may
include statements projecting, forecasting, or estimating Company performance
and industry trends. The achievement of the projections, forecasts, or estimates
is subject to certain risks and uncertainties. Actual results and events may
differ materially from those projected, forecasted, or estimated. Factors which
may cause actual results to differ materially from those contemplated by the
forward-looking statement include, among others: general economic conditions
less favorable than expected, fluctuating demand in the automotive industry,
less favorable than expected growth in sales and profit margins in the Company's
product lines, increased competitive pressures in the Company's Engineered
Components and Flow Control Products segments, effectiveness of production
improvement plans, inherent uncertainties in connection with international
operations and foreign currency fluctuations and labor relations at the Company
and its customers.
<PAGE>
ITEM 2 - PROPERTIES
<TABLE>
<CAPTION>
The following table provides certain information relating to the Company's
principal facilities as of October 23, 2000:
<S> <C> <C>
SQUARE
FACILITY FOOTAGE USE
------------------------------ ------- -----------------------------------
Flow Control Products Segment
Elkhart, Indiana 222,000 Copper fittings manufacturing
plant, warehouse, storage, sales
and general offices
Fayetteville, Arkansas 107,800 Copper fittings manufacturing plant
Burlington, Ontario, Canada 20,214 Distribution warehouse and
branch sales office for
Flow Control Products
Anniston, Alabama 425,000 Brass foundry, machining,
warehouse and distribution
Engineered Components Segment
Geneva, Indiana 106,153 Custom fabricated copper
and aluminum tubular
products manufacturing plant
Cedarburg, Wisconsin 149,000 High-volume, aluminum alloy
permanent-mold foundry
Richmond, Indiana 97,300 High-volume, aluminum alloy
permanent-mold foundry
Fremont, Indiana 144,500 Cast and machined aluminum
automotive wheels plant
Gas City, Indiana 196,000 Cast and machined aluminum
automotive wheels plant
Wapakoneta, Ohio 206,000 Cast and assembled aluminum
suspension components plant
Detroit, Michigan 34,000 Automotive prototype processing
and parts storage for the Fremont
plant and Southfield office
Southfield, Michigan 10,975 Automotive component sales,
product development, and
engineering center offices
Tabina S. Maria di Sala, Italy 257,142 Aluminum passenger car wheels,
aluminum and magnesium wheels
for OEM racing and aftermarket
plant
<PAGE>
ITEM 2 - PROPERTIES (cont'd)
-------------------
SQUARE
FACILITY FOOTAGE USE
------------------------------ ------- -----------------------------------
Caselle S. Maria di Sala, Italy 56,855 Light-alloy wheels, aluminum and
magnesium wheels for OEM
racing and aftermarket plant
Bolzano, Italy 138,244 Aluminum car wheels, truck aluminum
wheels plant
Riese Pio X (TV), Italy 24,291 Aluminum passenger car wheels
plant
Corporate
Dayton, Ohio 16,281 Executive and general offices
</TABLE>
The land and building in Burlington, Ontario, are leased under a
five-year lease expiring in 2003. The land in Richmond and Gas City, Indiana, is
leased under 99-year leases, expiring in 2091. The Corporate offices are being
leased for five years expiring in 2003. The Amcast Automotive offices in
Southfield, Michigan, are being leased for five years expiring in the year 2004,
with an option for a five year renewal. The Amcast Automotive and Fremont plant
storage building in Detroit, Michigan is being leased for 14 months expiring in
the year 2001, with an option for a three year renewal. Five buildings used by
Speedline S.r.l. are leased. Three of the leased buildings are located in Tabina
S. Maria di Sala, Italy. One building of 13,002 square feet and one building of
37,221 square feet are both leased until 2003 and the third building of 21,670
square feet is leased until 2002, with an option for a six-year renewal. There
are two additional leases for Speedline associates parking lots renewable from
year to year thereafter. The Speedline building located in Caselle S. Maria di
Sala, Italy, is leased in two portions--one is leased until 2001, with an option
for a six year renewal, and the other is leased until 2006, also with an option
for a six year renewal. The land and buildings in Riese Pio X are leased until
2006, with an option for a six year renewal. The Bolzano land is leased under a
20 year lease, expiring in 2019. All other properties are owned by the Company.
The Company's operating facilities are in good condition and are suitable
for the Company's purposes. Utilization of capacity is dependent upon customer
demand. During 2000, total company-wide productive capacity utilization ranged
from 81% to 95% and averaged 91% of the Company's total capacity.
ITEM 3 - LEGAL PROCEEDINGS
Certain legal matters are described at "Commitments and Contingencies" in
the Notes to Consolidated Financial Statements of the Company's Annual Report to
Shareholders for the year ended August 31, 2000, which is included in Exhibit
13.1 to this Report and incorporated herein by reference.
Allied Signal, Inc. (now Honeywell) has brought a superfund private cost
recovery and contribution action against the Company in the United States
District Court for the Southern District of Ohio, Western Division, which is
captioned Allied-Signal, Inc. V. Amcast Industrial Corporation (Case No.
C-3-92-013). The action involves the Goldcamp Disposal Site in Ironton, Ohio.
Honeywell has taken the lead in remediating the site and has estimated that its
total costs for the
<PAGE>
ITEM 3 - LEGAL PROCEEDINGS (cont'd)
--------------------------
remediation may reach $30 million. Honeywell is seeking a contribution from the
Company in an amount equal to 50% of the final remediation costs. A trial in
this proceeding was completed in February 1995. The trial court recently entered
a "short form" opinion on the merits. The Court stated that the Company is
responsible for 2% of Honeywell's past and future clean-up costs, and that the
Company is responsible for 28% of the costs that Honeywell incurred to place a
"cap" on the Goldcamp Disposal site. The Court also ordered the Company to pay
pre-judgment interest. Based on the Court's action, the Company estimates that
its maximum liability associated with the action is between $0.5 million and
$1.5 million. The Court has not entered a "final" order and any final order
could be subject to appeal. The Company believes its liability is at the low end
of this range.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
None
EXECUTIVE OFFICERS OF REGISTRANT
John H. Shuey, age 54, has been Chairman, President and Chief Executive
Officer of the Company since December 1997 and a director since March 1994. Mr.
Shuey was President and Chief Executive Officer from March 1995 to December
1997. Mr. Shuey was President and Chief Operating Officer from December 1993 to
March 1995. Mr. Shuey was Executive Vice President from February 1991 to
December 1993. Mr. Shuey is also a director of Cooper Tire & Rubber Company.
Michael N. Powell, age 53, has been President of Amcast Flow Control
Products Group, since May 1996. From April 1994 until May 1996, he was Vice
President/General Manager of Superior Valve Company. Mr. Powell was President
and Chief Operating Officer of Versa Technologies, Inc. in Racine, Wisconsin,
from May 1991 to December 1993. Prior to that, he was Senior Vice President for
Mark Controls Corporation in Skokie, Illinois.
Ronald C. DiLiddo, age 55, has been President of Amcast Automotive since
October 1999. From 1998 to 1999, he was General Manager of the North American
Wiper Systems and Electric Motor group of Valeo S.A. From 1996 to 1998, Mr.
DiLiddo was Vice President of Operations for ITT's automotive electrical systems
group and from 1994 to 1996, he was President and Chief Executive Officer of
Hansford Manufacturing.
Douglas D. Watts, age 55, has been Vice President, Finance since August
1994. From 1987 to August 1994, Mr. Watts held various financial management
positions with General Cable Corporation, of which the most recent post was Vice
President and Controller.
Dean Meridew, age 46, has been Vice President of North American Wheel
Division since September 1999. From September 1997 to September 1999, he was
Vice President, Amcast Europe. From June 1992 to September 1997, he was Division
Manager for the Company's North American wheel operations. Prior to that, Mr.
Meridew was Operations Manager and Engineering Manager within the Company's
North American wheel operations since January 1985.
Denis G. Daly, age 58, has been Vice President, General Counsel and
Secretary since January 1990.
James R. Van Wert, Jr., age 42, has been Vice President, Technology since
June 1997. Prior to that, Mr. Van Wert was with the Aluminum Company of America
(ALCOA), in numerous capacities. His last position was Director of Technology,
Forging & Casting, focusing primarily on the automotive industry.
EXECUTIVE OFFICERS OF REGISTRANT (cont'd)
--------------------------------
Michael R. Higgins, age 54, has been Treasurer since January 1987.
Mark D. Mishler, age 42, has been Corporate Controller since April 1998.
From April 1995 to April 1998, he was International Controller for Witco. From
April 1991 to April 1995, he was a Divisional Controller for Siemens.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Amcast common stock is listed on the New York Stock Exchange, ticker
symbol AIZ. As of August 31, 2000, there were 8,405,604 of the Company's common
shares outstanding, and there were approximately 6,483 shareholders of Amcast's
common stock, including shareholders of record and the Company's estimate of
beneficial holders.
<TABLE>
<CAPTION>
Range of Stock
Prices Dividends
---------------------------- Per Share
High Low
<S> <C> <C> <C> <C>
Fiscal 2000
----
First Quarter $ 16 $ 12 3/8 $.14
Second Quarter 17 11 3/4 .14
Third Quarter 12 1/8 8 .14
Fourth Quarter 12 1/8 8 3/16 .14
Fiscal 1999
----
First Quarter $ 18 15/16 $ 13 7/8 $.14
Second Quarter 22 15 5/16 .14
Third Quarter 19 15 1/4 .14
Fourth Quarter 18 7/16 14 1/2 .14
</TABLE>
Certain information concerning provisions affecting the payment of
dividends is located at "Long-Term Debt and Credit Arrangements" in the Notes to
Consolidated Financial Statements of the Company's Annual Report to Shareholders
for the year ended August 31, 2000, Exhibit 13.1 herein.
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference
to "Selected Data" of the Company's Annual Report to Shareholders for the year
ended August 31, 2000, Exhibit 13.1 herein.
<PAGE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is incorporated herein by reference
to "Management's Discussion of Financial Condition and Results of Operations" of
the Company's Annual Report to Shareholders for the year ended August 31, 2000,
Exhibit 13.1 herein.
ITEM 7a - QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated herein by reference
to "Management's Discussion of Financial Condition and Results of Operations" of
the Company's Annual Report to Shareholders for the year ended August 31, 2000,
Exhibit 13.1 herein.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated by reference to
"Consolidated Financial Statements and Notes to Consolidated Financial
Statements," together with the report thereon of Ernst & Young LLP and
"Quarterly Financial Data (Unaudited)" of the Company's Annual Report to
Shareholders for the year ended August 31, 2000, Exhibit 13.1 herein.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item relating to directors and executive
officers of the Company is incorporated herein by reference to that part of the
information under "Election of Directors" on pages 2 and 3, and "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 5 of the Company's Proxy
Statement for its Annual Meeting of Shareholders to be held on December 20,
2000. Certain information concerning executive officers of the Company appears
under "Executive Officers of Registrant" at Part I, pages 9 and 10, of this
Report.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to
"Executive Compensation" on pages 7 through 13 of the Company's Proxy Statement
for its Annual Meeting of Shareholders to be held on December 20, 2000.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by this item is incorporated herein by reference
to "Security Ownership of Directors, Nominees, and Officers" on page 6 and
"Security Ownership of Certain Beneficial Owners" on page 15 of the Company's
Proxy Statement for its Annual Meeting of Shareholders to be held on December
20, 2000.
<PAGE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained on pages 10 and 13 in
the Company's Proxy Statement for its Annual Meeting of Shareholders to be held
on December 20, 2000, which is incorporated herein by reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) Documents filed as part of this report.
1. Financial statements:
The following financial statements of Amcast Industrial Corporation
and subsidiaries, included in the Annual Report to Shareholders for
the year ended August 31, 2000, are incorporated by reference at
Item 8 of this report.
Consolidated Statements of Income - Years Ended August 31, 2000,
1999, and 1998.
Consolidated Statements of Financial Condition - August 31, 2000 and
1999.
Consolidated Statements of Shareholders' Equity - Years Ended August
31, 2000, 1999, and 1998.
Consolidated Statements of Cash Flows - Years Ended August 31, 2000,
1999, and 1998.
Notes to Consolidated Financial Statements
Report of Independent Auditors
2. Consolidated financial statement schedule:
Schedule Page Number
Number Description In This Report
II Valuation and Qualifying Accounts
and Reserves - August 31, 2000, 1999,
and 1998 13
All other financial statement schedules are omitted because they
are not applicable or because the required information is shown in
the financial statements or in the notes thereto.
3. Exhibits - See Index to Exhibits (page 14 hereof).
4. Reports on Form 8-K - During the fourth quarter ended August 31, 2000, the
Company did not file any reports on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on the 21st day of November 2000.
AMCAST INDUSTRIAL CORPORATION
(Registrant)
By /s/John H. Shuey
------------------------
John H. Shuey
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.
Signature Title Date
-------------------- ------------------------------ ----------------
/s/John H. Shuey Chairman, President and
--------------------
John H. Shuey Chief Executive Officer November 21, 2000
Director
(Principal Executive Officer)
/s/Douglas D. Watts Vice President, Finance November 21, 2000
--------------------
Douglas D. Watts (Principal Financial Officer)
/s/Mark D. Mishler Controller November 21, 2000
--------------------
Mark D. Mishler (Principal Accounting Officer)
*Leo W. Ladehoff Director November 21, 2000
*James K. Baker Director November 21, 2000
*Walter E. Blankley Director November 21, 2000
*Peter H. Forster Director November 21, 2000
*Bernard G. Rethore Director November 21, 2000
*William G. Roth Director November 21, 2000
*R. William Van Sant Director Novmeber 21, 2000
*The undersigned John H. Shuey, by signing his name hereto, does sign and
execute this annual report on Form 10-K on behalf of each of the above-named
directors of the registrant pursuant to powers of attorney executed by each such
director and filed with the Securities and Exchange Commission as an exhibit to
this report.
By /s/John H. Shuey
-----------------
John H. Shuey
Attorney in Fact
<PAGE>
13
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
($ In Thousands)
<TABLE>
<CAPTION>
Additions
-----------------------------------
Balance Charged to Charged to
Beginning Costs and Other Balance at
Description of Period Expenses Accounts Deductions End of Period
---------------------------------------- ---------- ----------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Deducted From Asset Accounts Reserves
for unrealized losses on properties
and other assets held for sale:
Year ended August 31, 2000 $ - $ - $ -
Year ended August 31, 1999 $ 2,818 $(2,818) (1) $ -
Year ended August 31, 1998 $ 2,818 $ - $ 2,818
</TABLE>
(1) Write off of assets against reserve.
<PAGE>
14
INDEX TO EXHIBITS
Exhibit See Key
Number Description Below
3 ARTICLES OF INCORPORATION AND BY-LAWS:
3.1 Articles of Incorporation of Amcast Industrial
Corporation, incorporated by reference from Form
10-K for the year ended August 31, 1996. I
3.2 Code of Regulations of Amcast Industrial
Corporation, incorporated by reference from Form
10-K for the year ended August 31, 1996. I
4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
HOLDERS, INCLUDING INDENTURES:
4.1 $200,000,000 Credit Agreement between Amcast
Industrial Corporation and KeyBank National Association
dated August 14, 1997, incorporated by reference from Form
8-K filed September 3, 1997. I
4.2 First Amendment Agreement dated October 7, 1997, to the
$200,000,000 Credit Agreement between Amcast Industrial
Corporation and KeyBank National Association dated
August 14, 1997, incorporated by reference from Form 10-K
for the year ended August 31, 1998. I
4.3 Second Amendment Agreement dated August 30, 1998, to the
$200,000,000 Credit Agreement between Amcast Industrial
Corporation and KeyBank National Association dated
August 14, 1997, incorporated by reference from Form 10-K
for the year ended August 31, 1998. I
4.4 Third Amendment Agreement dated November 5, 1999 to the
$200,000,000 Credit Agreement between Amcast Industrial
Corporation and KeyBank National Association dated
August 14, 1997, incorporated by reference from Form 10-Q
for quarter ended November 28, 1999. I
4.5 Fourth Amendment Agreement dated November 28, 1999 to the
$200,000,000 Credit Agreement between Amcast Industrial
Corporation and KeyBank National Association dated
August 14, 1997, incorporated by reference from Form 10-Q
for quarter ended November 28, 1999. I
4.6 Fifth Amendment Agreement, dated May 28, 2000 to the
$200,000,000 (amended to $150,000,000) Credit Agreement
between Amcast Industrial Corporation and KeyBank National
Association dated August 14, 1997, incorporated by
reference from Form 10-Q for quarter ended May 28, 2000. I
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit See Key
Number Description Below
4.7 Amcast guarantee of a portion of the $32,100,000 Credit
and Intercreditor Agreement between Casting Technology
Company (a joint venture partnership between Amcast
Industrial Corporation and Izumi Industries, Ltd.) and Bank
One , Indiana, National Association, The Asahi Bank, Ltd.,
and Bank One, Indiana, National Association, as Agent,
dated August 26, 1999, incorporated by reference from
Form 10-K for the year ended August 31, 1999. I
4.8 $50,000,000 Note Agreement between Amcast Industrial
Corporation and Principal Mutual Life Insurance Company
and The Northwestern Mutual Life Insurance Company, dated
November 1, 1995, incorporated by reference from Form
10-K for the year ended August 31,1995. I
4.9 Amendment Agreement dated December 31, 1997, to
$50,000,000 Note Agreement between Amcast Industrial
Corporation and Principal Mutual Life Insurance
Company, dated November 1, 1995, incorporated by
reference from Form 10-K for the
year ended August 31, 1998. I
4.10 Lease between ICX Corporation, lessor, and Amcast
Industrial Corporation, lessee, dated July 13, 1999. +
4.11 Lease between ICX Corporation, lessor, and Amcast
Industrial Corporation, lessee, dated March 1, 2000. +
4.12 Lease between ICX Corporation, lessor and Amcast
Industrial Corporation, lessee, dated June 1, 2000. +
10 MATERIAL CONTRACTS:
10.1 Amcast Industrial Corporation Employee Share- builder
Plan, effective August 26, 1987, incorporated by
reference from Form 10-K for the year ended
August 31, 1996. I
10.2 Amcast Industrial Corporation Annual Incentive Plan,
effective September 1, 1982, incorporated by reference
from Form 10-K for the year ended
August 31, 1996. I
10.3 Deferred Compensation Agreement for Directors of Amcast
Industrial Corporation, incorporated by reference from
Form 10-K for the year ended
August 31, 1996. I
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit See Key
Number Description Below
10.4 Amended and Restated Executive Agreement
between Amcast Industrial Corporation and
Leo W. Ladehoff, dated July 10, 2000 and Restated
through July 10, 2000, incorporated by reference from
Form 10-Q for the
quarter ended May 28, 2000. I
10.5 Indemnification Agreement for Directors of Amcast
Industrial Corporation, effective October 30, 1987,
incorporated by reference from Form 10-K for the year
ended August 31,
1996. I
10.6 Trust Agreement for the Amcast Industrial
Corporation Nonqualified Supplementary Benefit Plan
and Executive Agreement with Leo W. Ladehoff dated
September 27, 2000. F
10.7 Amcast Industrial Corporation 1989 Stock Incentive
Plan, effective October 19, 1988, as amended, effective
December 9, 1992, incorporated by reference from Form
10-Q
for the quarter ended February 28, 1994. I
10.8 Amcast Industrial Corporation 1989 Director Stock
Option Plan, effective October 19, 1998, incorporated
by reference from Form 10-K for
the year ended August 31, 1996 I
10.9 Amcast Industrial Corporation Change of Control
Agreements, effective September 7, 2000. F
10.10 Change of Control Agreement between Amcast
Industrial Corporation and John H. Shuey, Chairman,
President and Chief Executive Officer, effective
September 11, 2000. F
10.11 Share Purchase Agreement between Amcast
Industrial Corporation and Speedline International
Holding B.V., Gerance S.A., San Marco Finanziaria
S.p.A., Mr. Antonio Zacchello, Mr. Giancarlo
Zacchello, Mr. Gianni Zacchello, Mr. Franco
Zacchello and Ms. Graziella Zacchello,
effective July 18, 1997, incorporated by reference
from Form 8-K filed September 3, 1997. I
<PAGE>
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit See Key
Number Description Below
10.12 Amcast Industrial Corporation 1999 Director Stock
Option Plan, effective January 1, 1999, Incorporated by
referenced from Form 10-K for
the year ended August 31, 1999. I
10.13 Amcast Industrial Corporation Nonqualified
Supplementary Benefit Plan (June 1, 2000
Restatement), incorporated by referenced from
Form 10-Q for the quarter ended May 28, 2000. I
10.14 Amcast Industrial Corporation Amended and Restated
Long-Term Incentive Plan, effective May 26, 1999,
incorporated by reference from
Form 10-K for the year ended August 31, 1999. I
10.15 Amcast Industrial Corporation 1999 Stock Incentive Plan
adopted August 25, 1999, incorporated by reference from
Form
10-K for the year ended August 31, 1999. I
13 ANNUAL REPORT TO SECURITY HOLDERS:
13.1 Amcast Industrial Corporation Annual Report to
Shareholders for year ended August 31, 2000. Those
portions of the Annual Report as are specifically
referenced under Parts I, II, and IV of
this report are filed herein. F
18 INDEPENDENT AUDITOR'S PREFERABILITY LETTER CONCERNING A CHANGE
IN ACCOUNTING METHOD:
18.1 Preferability letter relating to change in accounting for
capitalization of the cost of supplies and spare parts
inventories from Ernst & Young LLP dated October 19, 2000. F
<PAGE>
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit See Key
Number Description Below
21 SUBSIDIARIES OF THE REGISTRANT:
Amcast Industrial Corporation has 18 significant wholly-owned
subsidiaries, with the exception of Lee Brass Company, which
is 96% owned by an Amcast wholly owned subsidiary, which are
included in the consolidated financial statements of the
Company. Information regarding these subsidiaries is set forth
below:
Amcast Industrial Limited
Jurisdiction of Incorporation: Ontario, Canada
Name Under Which Business Is Done: Amcast Industrial Limited
Elkhart Products Corporation
Jurisdiction of Incorporation: Indiana
Name Under Which Business Is Done: Elkhart Products Corporation
Amcast Automotive of Indiana, Inc.
Jurisdiction of Incorporation: Indiana
Name Under Which Business Is Done: Amcast Automotive-Fremont
Plant
Amcast Investment Services Corporation
Jurisdiction of Incorporation: Delaware
Name Under Which Business Is Done: Amcast Investment Services
Corporation
Amcast Industrial Financial Services, Inc.
Jurisdiction of Incorporation: Ohio
Name Under Which Business Is Done: Amcast Industrial
Financial Services, Inc.
Amcast Industrial Sales Corporation
Jurisdiction of Incorporation: U.S. Virgin Islands
Name Under Which Business Is Done: Amcast Industrial Sales
Corporation
Amcast Automotive, Inc.
Jurisdiction of Incorporation: Michigan
Name Under Which Business Is Done: Amcast Automotive
Amcast Casting Technologies, Inc.
Jurisdiction of Incorporation: Indiana
Name Under Which Business Is Done: Amcast Casting
Technologies, Inc.
Lee Brass Company
Jurisdiction of Incorporation: Delaware
Name Under Which Business is Done: Lee Brass Company
<PAGE>
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit See Key
Number Description Below
Speedline S.r.l.
Jurisdiction of Incorporation: Italy
Name Under Which Business Is Done: Speedline S.r.l.
Speedline Engineering S.p.A.
Jurisdiction of Incorporation: Italy
Name Under Which Business Is Done: Speedline Engineering S.p.A.
Speedline Competition S.r.l.
Jurisdiction of Incorporation: Italy
Name Under Which Business Is Done: Speedline Competition S.r.l.
Alustampi S.r.l.
Jurisdiction of Incorporation: Italy
Name Under Which Business Is Done: Alustampi S.r.l.
Speedline UK Limited
Jurisdiction of Incorporation: England
Name Under Which Business Is Done: Speedline UK Limited
Speedline France S.a.r.l.
Jurisdiction of Incorporation: France
Name Under Which Business Is Done: Speedline France S.a.r.l.
Fusione e Lavorazioni Technologiche S.r.l.
Jurisdiction of Incorporation: Italy
Name Under Which Business Is Done: Fusione e Lavorazioni
Technologiche S.r.l.
LA. MEC. S.r.l.
Jurisdiction of Incorporation: Italy
Name Under Which Business Is Done: LA. MEC. S.r.l.
SL Wheels, Inc.
Jurisdiction of Incorporation: Michigan
Name Under Which Business Is Done: SL Wheels, Inc.
<PAGE>
INDEX TO EXHIBITS (cont'd)
-----------------
Exhibit See Key
Number Description Below
23 CONSENTS OF EXPERTS AND COUNSEL:
23.1 Consent of Ernst & Young LLP dated November 13, 2000
with respect to the incorporation by reference of
their report dated October 19, 2000, into this Annual
Report (Form 10-K), the inclusion of the financial
statement schedule listed in Item 14(a)(2) to the
financial statements covered by their report
dated October 19, 2000, and material incorporated by
reference into Amcast Industrial Corporation's
Post-Effective Amendment No. 1 to Registration
Statement No. 33-2876 on Form S-8, on
Registration Statements on Form S-8 (Registration
Nos. 33-18690, 33-28080, 33-28084, 33-38176,
33-61290, 333-00133, and 333-89729),
and on Registration Statement No. 33-28075 on Form S-3 F
24 POWER OF ATTORNEY:
24.1 Powers of attorney of persons who are indicated
as having executed this Annual Report Form 10-K
on behalf of another. F
27 FINANCIAL DATA SCHEDULE:
27.1 Article 5 of Regulation S-X Financial Data Schedule
Form 10-K for the year ended August 31, 2000. F
Key:
"F" Indicates document filed herewith. "I" Indicates document incorporated from
another filing.
+ Indicates that the document relates to a class of indebtedness that does
not exceed 10% of the total consolidated assets of the Company and that
the Company will furnish a copy of the document to the Commission upon its
request.
