-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L3uOXsmG0JbjRj8UrvytZFu9xxGXMozQf/T+uUA9kysvbNXa4jym9YoN0upISV0I 0yA9NK0AZTwnQWjnLnIa5A== 0000950152-99-001404.txt : 19990301 0000950152-99-001404.hdr.sgml : 19990301 ACCESSION NUMBER: 0000950152-99-001404 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980831 FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCAST INDUSTRIAL CORP CENTRAL INDEX KEY: 0000027425 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 310258080 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-09967 FILM NUMBER: 99552106 BUSINESS ADDRESS: STREET 1: 7887 WASHINGTON VILLAGE DR CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 5132987000 MAIL ADDRESS: STREET 1: 7887 WASHINGTON VILLAGE DRIVE CITY: DAYTON STATE: OH ZIP: 45459 FORMER COMPANY: FORMER CONFORMED NAME: DAYTON MALLEABLE INC DATE OF NAME CHANGE: 19831219 FORMER COMPANY: FORMER CONFORMED NAME: DAYTON MALLEABLE IRON CO DATE OF NAME CHANGE: 19741216 11-K 1 AMCAST INDUSTRIAL CORPORATION FORM 11-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Commission Ended August 31, 1998 File Number 33-38176 - --------------------- -------------------- AMCAST INDUSTRIAL CORPORATION 401 (k) SALARY DEFERRAL PLAN (Name of Plan) ----------------------------- AMCAST INDUSTRIAL CORPORATION 7887 Washington Village Drive Dayton, Ohio 45459 (937) 291-7000 (Name of Issuer of Securities held pursuant to Plan and address of its principal executive office.) ================================================================================ 2 REQUIRED INFORMATION The Amcast Industrial Corporation 401(k) Salary Deferral Plan (the "Plan") is subject to the Employee Retirement Income Security Act of 1974. Item 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Auditors thereon are being filed as Exhibit 99.1 to this Report: (a) Statements of Net Assets available for Benefits - August 31, 1998 and August 31, 1997; (b) Statement of Changes in Net Assets available for Benefits - year ended August 31, 1998; (c) Notes to Financial Statements; and (d) Report of Independent Auditors. The Consent of Independent Auditors to the incorporation by reference of the foregoing financial statements in the Registration Statement on Form S-8 (No. 33-38176) pertaining to the Plan is being filed as Exhibit 23.1 to this Report. SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension Committee of Amcast Industrial Corporation which administers the Amcast Industrial Corporation 401(k) Salary Deferral Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMCAST INDUSTRIAL CORPORATION 401(k) SALARY DEFERRAL PLAN By: /s/ Douglas D. Watts --------------------------- Douglas D. Watts Authorized Committee Member Dated: February 26, 1999 2 3 EXHIBITS The following Exhibits are being filed with this Annual Report on Form 11-K: (23) CONSENT OF EXPERTS AND COUNSEL: 23.1 Consent of Ernst & Young (99) ADDITIONAL EXHIBITS 99.1 Annual Financial Statements of Amcast Industrial Corporation 401(k) Salary Deferral Plan at August 31, 1998 and August 31, 1997 and for the two years ended August 31, 1998 3 EX-23.1 2 EXHIBIT 23.1 1 Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-38176) pertaining to Amcast Industrial Corporation 401(k) Salary Deferral Plan of our report dated February 12, 1999 with respect to the financial statements and schedules of Amcast Industrial Corporation 401(k) Salary Deferral Plan included in this Annual Report (Form 11-K) for the year ended August 31, 1998. /s/ ERNST & YOUNG LLP Dayton, Ohio February 12, 1999 EX-99.1 3 EXHIBIT 99.1 1 EXHIBIT 99.1 Financial Statements and Supplemental Schedules Amcast Industrial Corporation 401(k) Salary Deferral Plan August 31, 1998 and 1997, and for the year ended August 31, 1998 with Report of Independent Auditors 2 Amcast Industrial Corporation 401(k) Salary Deferral Plan Financial Statements and Supplemental Schedules August 31, 1998 and 1997, and for the year ended August 31, 1998 TABLE OF CONTENTS
Report of Independent Auditors................................................1 Audited Financial Statements Statements of Net Assets Available for Benefits...............................2 Statement of Changes in Net Assets Available for Benefits.....................3 Notes to Financial Statements.................................................4 Supplemental Schedules Line 27a - Schedule of Assets Held for Investment Purposes....................8 Line 27d - Schedule of Reportable Transactions................................9
3 Report of Independent Auditors Amcast Industrial Corporation 401(k) Salary Deferral Plan We have audited the accompanying statements of net assets available for benefits of Amcast Industrial Corporation 401(k) Salary Deferral Plan as of August 31, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended August 31, 1998. 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at August 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended August 31, 1998, in conformity with generally accepted accounting principles. Our audits were 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, 1998, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. February 12, 1999 1 4 Amcast Industrial Corporation 401(k) Salary Deferral Plan Statements of Net Assets Available for Benefits
AUGUST 31 1998 1997 ------------ ------------ ASSETS Investments, at fair value: Shares of registered investment companies $ 17,527,427 $ 15,636,127 Common/collective trust fund 9,209,421 10,422,916 Amcast Industrial Corporation common stock 3,317,422 5,450,838 Loans to participants 1,342,973 1,101,298 ------------ ------------ 31,397,243 32,611,179 Receivables: Accrued interest and dividend income 4,170 2,470 Employer contributions receivable 12,662 15,745 Employee contributions receivable 109,761 114,131 ------------ ------------ 126,593 132,346 Net assets available for benefits $ 31,523,836 $ 32,743,525 ============ ============
See accompanying notes. 2 5 Amcast Industrial Corporation 401(k) Salary Deferral Plan Statement of Changes in Net Assets Available for Benefits Year ended August 31, 1998
AMCAST T. ROWE T. ROWE T. ROWE T. ROWE INDUSTRIAL PRICE PRICE PRICE PRICE CORPORATION STABLE INTERNATIONAL NEW NEW COMMON VALUE STOCK HORIZONS INCOME STOCK FUND FUND FUND FUND ------------ ----------- ----------- ---------- ----------- Additions: Investment income: Interest and dividends $ 120,932 $ 582,445 $ 2,556 $ 648 $ 90,146 Net appreciation (depreciation) in fair value of investments (1,914,227) -- (10,697) (40,801) 9,853 Contributions: Participant 342,263 705,318 28,115 51,642 252,024 Employer 327,244 -- -- -- -- -------------------------------------------------------------------------------------- (1,123,788) 1,287,763 19,974 11,489 352,023 Deductions: Benefit payments (425,766) (953,203) (247) (509) (183,464) Conversions to other plans (443,214) (662,531) -- -- (34,225) -------------------------------------------------------------------------------------- (868,980) (1,615,734) (247) (509) (217,689) Interfund transfers (147,789) (890,615) 89,593 96,336 (70,972) -------------------------------------------------------------------------------------- Net (decrease) increase (2,140,557) (1,218,586) 109,320 107,316 63,362 Net assets available for benefits, August 31, 1997 5,480,575 10,452,317 170 78 1,224,026 -------------------------------------------------------------------------------------- Net assets available for benefits, August 31, 1998 $3,340,018 $ 9,233,731 $ 109,490 $ 107,394 $ 1,287,388 ====================================================================================== T. ROWE T. ROWE T. ROWE PRICE PRICE PRICE EQUITY EQUITY CAPITAL INDEX 500 INCOME APPRECIATION FUND FUND FUND OTHER TOTAL ----------- ----------- ------------ ---------- ----------- Additions: Investment income: Interest and dividends $ 82,159 $ 818,530 $ 435,201 $ 106,956 $ 2,239,573 Net appreciation (depreciation) in fair value of investments 147,392 (662,846) (311,769) -- (2,783,095) Contributions: Participant 728,352 1,113,096 491,107 -- 3,711,917 Employer -- -- -- -- 327,244 -------------------------------------------------------------------------------------- 957,903 1,268,780 614,539 106,956 3,495,639 Deductions: Benefit payments (312,595) (734,834) (328,065) (71,304) (3,009,987) Conversions to other plans (134,645) (237,681) (76,588) (116,457) (1,705,341) -------------------------------------------------------------------------------------- (447,240) (972,515) (404,653) (187,761) (4,715,328) Interfund transfers 773,028 24,422 (196,483) 322,480 -- -------------------------------------------------------------------------------------- Net (decrease) increase 1,283,691 320,687 13,403 241,675 (1,219,689) Net assets available for benefits, August 31, 1997 3,204,159 7,877,957 3,402,945 1,101,298 32,743,525 -------------------------------------------------------------------------------------- Net assets available for benefits, August 31, 1998 $ 4,487,850 $ 8,198,644 $ 3,416,348 $ 1,342,973 $31,523,836 ======================================================================================
See accompanying notes. 3 6 Amcast Industrial Corporation 401(k) Salary Deferral Plan Notes to Financial Statements August 31, 1998 1. DESCRIPTION OF THE PLAN The following description of Amcast Industrial Corporation 401(k) Salary Deferral Plan (the Plan) is provided for general information purposes only. Participants should refer to the Summary Plan Description for a more complete description of the plan's provisions. GENERAL The Plan is a contributory defined contribution plan covering substantially all employees of Amcast Industrial Corporation (the Company and Plan Sponsor) who are compensated on a salary basis or are hourly and are not covered by a collective bargaining agreement. Eligible employees may participate on the first day of the month coincident with or first following six months of employment. It is subject to the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS Each year, participants may contribute, in whole percentages, an amount up to 15 percent of annual compensation, as defined by the Plan Document. Additionally, participants may make up to two lump sum contributions to the Plan per year. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. The Company makes matching contributions equal to 15 percent of the first 6 percent of compensation that is deferred by participants to the Plan. These matching contributions are made in common stock of the Company. The Company also makes supplemental matching contributions to the Plan provided that the Company's annual minimum return on net worth is at least 10.1 percent. The amount of these supplemental matching contributions increases based upon the level of return; however, the amount shall not exceed 35 percent of the participants' salary deferral contributions. All employer contributions are in Company stock. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. Participants are 50 percent vested in Company contributions made after one year of service with the Company, 75 percent vested after two years of service, and fully vested after three years of service. 4 7 Amcast Industrial Corporation 401(k) Salary Deferral Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT LOANS Participants may borrow from their fund accounts a minimum of $500 up to a maximum of the lesser of $50,000 (less the highest outstanding balance of any loan made to the participant under the Plan during the 12-month period preceding the date of the loan) or 50 percent of his or her vested account balance. The loan term is not to exceed 5 years unless the loan is for the purchase of a principal residence, in which case the term may be as long as 30 years. Interest and principal is paid ratably through at least quarterly payroll deductions. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) Plan earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. PAYMENT OF BENEFITS On termination of service for any reason, a participant may receive a lump-sum amount equal to the vested value of his or her account, in either cash or stock. ADMINISTRATIVE EXPENSES Substantially all expenses of the Plan are paid by the Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. Certain amounts presented in 1997 have been reclassified to conform to 1998 presentation. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 5 8 Amcast Industrial Corporation 401(k) Salary Deferral Plan Notes to Financial Statements (continued) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INVESTMENT VALUATION The Plan's investments are stated at fair value. The shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. Participant notes receivable are valued at their outstanding balances, which approximate fair value. Company common stock and the participation units owned by the Plan in the common/collective trust fund are based on quoted redemption value on the last business day of the Plan year. 3. INVESTMENTS The fair value of individual investments that represent 5 percent or more of the Plan's net assets at December 31, are as follows:
1998 1997 ------------------------------------ Amcast Industrial Corporation common stock $ 3,317,422 $ 5,450,838 Shares of registered investment companies: T. Rowe Price Capital Appreciation Fund 3,398,324 3,386,197 T. Rowe Price Equity Index 500 Fund 4,465,974 3,184,032 T. Rowe Price Equity Income Fund 8,167,282 7,846,989 Common/collective trust fund: T. Rowe Price Stable Value Fund 9,209,421 10,422,916
During fiscal 1998, the Plan's investments (including investments bought, sold, and held during the year) (depreciated) in value by ($2,783,095) as follows:
YEAR ENDED AUGUST 31, 1998 ---------------------- Investments at fair value, as determined by quoted market price: Shares of registered investment companies $ (868,868) Amcast Industrial Corporation common stock (1,914,227) ---------------------- $ (2,783,095) ======================
6 9 Amcast Industrial Corporation 401(k) Salary Deferral Plan Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Internal Revenue Service ruled on July 21, 1992, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (the "IRC") and, therefore, the underlying trust is not subject to income tax under present tax law. The Plan was subsequently amended. The Pension Administration Committee believes that the Plan, as amended is operating in conformity with the IRC. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Pension Administration Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 5. TRANSACTIONS WITH RELATED PARTIES 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 PLANS Effective March 30, 1998, the Company sold its Rancho Cucamonga, California investment casting operation, Amcast Precision. The employees of this operation were participants in this Plan. The participant balances totaling $1.4 million were transferred to the subsequent owner's benefit plan. The remaining balance was transferred to a new Company-sponsored plan established on September 1, 1997. 7. 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. 8. YEAR 2000 ISSUE (UNAUDITED) The Plan's Sponsor has developed a plan to modify its internal information technology to be ready for the year 2000 and has begun converting its critical data processing systems. The project also includes determining whether third party service providers have reasonable plans in place to become year 2000 compliant. The Plan's Sponsor currently expects the project to be substantially complete by early 1999 and does not expect this project to have a significant effect on Plan operations. 7 10 SUPPLEMENTAL SCHEDULES 11 Amcast Industrial Corporation 401(k) Salary Deferral Plan EIN 31-0258080 / Plan 002 Line 27a - Schedule of Assets Held for Investment Purposes August 31, 1998
DESCRIPTION OF CURRENT IDENTITY OF ISSUE INVESTMENT COST VALUE - ----------------------------------------------------------------------------------------------------------------------- SHARES OF REGISTERED INVESTMENT COMPANIES * T. Rowe Price International Stock Fund 8,045 shares $ 119,028 $ 108,524 * T. Rowe Price New Horizons Fund 5,753 shares 144,722 105,330 * T. Rowe Price Capital Appreciation Fund 234,206 shares 3,295,383 3,398,324 * T. Rowe Price Equity Income Fund 341,014 shares 7,197,484 8,167,282 * T. Rowe Price Equity Index 500 Fund 171,307 shares 3,615,913 4,465,974 * T. Rowe Price New Income Fund 143,239 shares 1,288,484 1,281,993 ----------------------------------- 15,661,014 17,527,427 COMMON/COLLECTIVE TRUST FUND * T. Rowe Price Stable Value Fund 9,209,421 units 9,209,421 9,209,421 * Amcast Industrial Corporation common 216,648 shares 4,067,798 3,317,422 stock Rates ranging from Participant loans 6.75% to 10% - 1,342,973 ----------------------------------- $28,938,233 $31,397,243 ===================================
* Indicates party-in-interest to the Plan. 8 12 Amcast Industrial Corporation 401(k) Salary Deferral Plan EIN 31-0258080 / Plan 002 Line 27d -- Schedule of Reportable Transactions For the year ended August 31, 1998
DESCRIPTION OF PURCHASE IDENTITY OF PARTY INVOLVED INVESTMENT PRICE - -------------------------- -------------- ------------ Category (i)--Single Transactions in Excess of 5 Percent of Net Assets T. Rowe Price Stable Value Fund common/collective trust fund $ 9,544,821 -- Category (iii)--Series of Transactions in Excess of 5 Percent of Net Assets Amcast Industrial Corporation common stock 802,425 -- T. Rowe Price Stable Value common/collective trust fund 10,793,918 -- T. Rowe Price Equity Index 500 Fund mutual fund 1,744,606 -- T. Rowe Price Equity Income Fund mutual fund 2,360,775 -- CURRENT VALUE OF ASSET ON NET SELLING COST OF TRANSACTION GAIN OR IDENTITY OF PARTY INVOLVED PRICE ASSET DATE (LOSS) - -------------------------- ---------- ----------- ------------ ----------- Category (i)--Single Transactions in Excess of 5 Percent of Net Assets T. Rowe Price Stable Value Fund $ -- $ -- $9,544,821 $ -- 9,544,821 9,544,821 9,544,821 -- Category (iii)--Series of Transactions in Excess of 5 Percent of Net Assets Amcast Industrial Corporation -- -- 802,425 -- 1,021,614 902,601 1,021,614 119,013 T. Rowe Price Stable Value -- -- 10,793,918 -- 12,007,413 12,007,413 12,007,413 -- T. Rowe Price Equity Index 500 Fund -- -- 1,744,606 -- 610,055 428,891 610,055 181,164 T. Rowe Price Equity Income Fund -- -- 2,360,775 -- 1,377,636 1,067,456 1,377,636 310,180
There were no category (ii) or (iv) transactions during the year. Note: Expense incurred with transaction and rental expense are not applicable. 9 -----END PRIVACY-ENHANCED MESSAGE-----