-----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, HYn45qEx0TWjj7goV7u4izYhv3ibTP9gkGdne0Ugt8lYsQ200mBmQkcYlThWu02x Uverz94mznq0xVXWgqaUSg== 0000950152-99-008465.txt : 19991027 0000950152-99-008465.hdr.sgml : 19991027 ACCESSION NUMBER: 0000950152-99-008465 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980831 FILED AS OF DATE: 19991026 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: 99734159 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 31-258080 - --------------------- --------------------- AMCAST INDUSTRIAL CORPORATION 401 (k) SALARY DEFERRAL PLAN FOR BARGAINING UNIT EMPLOYEES - PLAN 2 (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 for Bargaining Unit Employees - Plan 2 (the "Plan") is subject to the Employee Retirement Income Security Act of 1974. ITEM 4. In lieu of the requirements of Items 1, 2 and 3 of this Form 11-K, the following financial statements of the Plan, notes thereto, and Report of Independent Auditors thereon are being filed as Exhibit 99.1 to this Report: (a) Statement of Net Assets available for Plan Benefits - August 31, 1998; (b) Statement of Changes in Net Assets available for Plan 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 pertaining to the Plan is being filed as Exhibit 23.1 to this Report. SIGNATURES ---------- THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Pension Committee of Amcast Industrial Corporation which administers the Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. AMCAST INDUSTRIAL CORPORATION 401(k) SALARY DEFERRAL PLAN FOR BARGAINING UNIT EMPLOYEES - PLAN 2 By: /s/ DOUGLAS D. WATTS --------------------- Douglas D. Watts Authorized Committee Member Dated: October 22, 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 LLP (99) ADDITIONAL EXHIBITS 99.1 Annual Financial Statements of Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 for the year 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) pertaining to the Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 of our report dated February 18, 1999 with respect to the financial statements and schedules of Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 included in this Annual Report (Form 11-K) for the year ended August 31, 1998. /s/ ERNST & YOUNG LLP Dayton, Ohio October 19, 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 for Bargaining Unit Employees - Plan 2 August 31, 1998 and the year ended August 31, 1998 with Report of Independent Auditors 2 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 Financial Statements and Supplemental Schedules August 31, 1998 and the year ended August 31, 1998 TABLE OF CONTENTS Report of Independent Auditors..............................................1 Audited Financial Statements Statement 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 for Bargaining Unit Employees - Plan 2 We have audited the accompanying statement of net assets available for benefits of Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 as of August 31, 1998 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at August 31, 1998 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 audit was made for the purposes 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 18, 1999 1 4 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 Statement of Net Assets Available for Benefits
AUGUST 31 1998 ----------- ASSETS Investments, at fair value: Shares of registered investment companies $ 1,902,856 Common/collective trust fund 1,365,287 Amcast Industrial Corporation common stock 76,348 Loans to participants 169,249 ----------- 3,513,740 Receivables: Employer contributions receivable 381 Employee contributions receivable 20,808 Accrued interest and dividend income 488 ----------- Net assets available for benefits $ 3,535,417 ===========
See accompanying notes. 2 5 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 Statement of Changes in Net Assets Available for Benefits Year ended August 31, 1998
FUND INFORMATION ------------------------------------------------------------------------------------------- AMCAST T. ROWE T. ROWE T. ROWE T. ROWE T. ROWE INDUSTRIAL PRICE PRICE PRICE PRICE PRICE CORPORATION STABLE INTERNATIONAL NEW NEW EQUITY COMMON VALUE STOCK HORIZONS INCOME INDEX 500 STOCK FUND FUND FUND FUND FUND ------------------------------------------------------------------------------------------- Additions: Investment income Interest and dividends $ 1,290 $ 32,571 $ 3 $ 6 $ 410 $ 252 Net depreciation in fair value of investments (27,131) - (185) (2,019) (132) (5,646) Contributions Participant 8,562 96,065 1,156 2,098 5,720 11,849 Employer 6,619 - - - - - ----------- ----------- ----------- ----------- ----------- ----------- (10,660) 128,636 974 85 5,998 6,455 Deductions: Benefit payments (304) (18,044) - - (188) (532) Conversions from other company-sponsored plans 88,335 1,371,124 - - 11,476 26,054 ----------- ----------- ----------- ----------- ----------- ----------- 88,031 1,353,080 - - 11,288 25,522 Interfund transfers (233) (108,284) 725 6,289 (6,739) 26,915 ----------- ----------- ----------- ----------- ----------- ----------- Net increase 77,138 1,373,432 1,699 6,374 10,547 58,892 Net assets available for benefits, August 31,1997 - - - - - - ----------- ----------- ----------- ----------- ----------- ----------- Net assets available for benefits, August 31,1998 $ 77,138 $ 1,373,432 $ 1,699 $ 6,374 $ 10,547 $ 58,892 =========== =========== =========== =========== =========== ===========
FUND INFORMATION ------------------------------------------------------------ T. ROWE T. ROWE PRICE PRICE EQUITY CAPITAL INCOME APPRECIATION PARTICIPANT FUND FUND LOANS TOTAL ------------------------------------------------------------ Additions: Investment income Interest and dividends $ 22,012 $ 5 $ 1,802 $ 58,351 Net depreciation in fair value of investments (213,008) (1,128) - (249,249) Contributions Participant 130,173 6,993 - 262,616 Employer - - - 6,619 ----------- ----------- ----------- ----------- (60,823) 5,870 1,802 78,337 Deductions: Benefit payments (28,126) (379) (550) (48,123) Conversions from other company-sponsored plans 1,977,740 18,808 11,666 3,505,203 ----------- ----------- ----------- ----------- 1,949,614 18,429 11,116 3,457,080 Interfund transfers (80,333) 5,329 156,331 - ----------- ----------- ----------- ----------- Net increase 1,808,458 29,628 169,249 3,535,417 Net assets available for benefits, August 31,1997 - - - - ----------- ----------- ----------- ----------- Net assets available for benefits, August 31,1998 $ 1,808,458 $ 29,628 $ 169,249 $ 3,535,417 =========== =========== =========== ===========
See accompanying notes. 3 6 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 Notes to Financial Statements August 31, 1998 1. DESCRIPTION OF THE PLAN The following description of Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees-Plan 2 (the "Plan") is provided for general information purposes only. Participants should refer to the Summary Plan Description for a more complete description of the plan's provisions. GENERAL The Plan is a contributory defined contribution plan covering substantially all employees of the Cedarburg, Richmond, and Superior Valve facilities who are compensated on an hourly basis and are covered by a collective bargaining agreement. It is subject to the Employee Retirement Income Security Act of 1974 (ERISA). CONTRIBUTIONS The Plan allows for employee deferred contributions in participant-directed amounts from 1 percent to 15 percent of their annual compensation, and allows for transfers by participants from any other plan meeting the requirements of Internal Revenue Code (the "IRC") Section 401(a). Employees may also annually contribute no more than two lump sum salary deferral contributions, provided that total contributions do not exceed the maximum contribution allowed for each employee. The Company makes matching contributions equal to 15 percent of the first 6 percent of compensation that is deferred by participants to the Plan. All employer contributions are in Company stock. VESTING Participants are immediately vested in their contributions plus actual earnings thereon. Participants are 50 percent vested in Company contributions made after one year of service with the Company, 75 percent vested after two years of service, and fully vested after three years of service. Vested benefits are paid by lump-sum distribution upon retirement, death, or termination. PAYMENT OF BENEFITS Upon termination of service for any reason, a participant may receive a lump-sum amount equal to the vested value of his or her account, either in cash or stock. 4 7 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 Notes to Financial Statements (continued) 1. DESCRIPTION OF THE PLAN (CONTINUED) PARTICIPANT LOANS Under the Plan, participants may borrow up to 50 percent of their vested balance not to exceed $50,000. The loan term is not to exceed 5 years unless the loan is for the purchase of a principal residence, in which case the term may be as long as 30 years. Interest rates on these loans are one percent above the prime rate of interest on the first business day of the calendar quarter in which a loan application is made to the Company. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contributions and allocations of (a) the Company's contributions and (b) the Plan's earnings. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. ADMINISTRATIVE EXPENSES Substantially all expenses of the Plan are paid by the Company. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. 5 8 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 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 owed by the Plan in the common/collective trust fund are based on quoted redemption value on the last business day of the Plan year. 3. INVESTMENTS The fair value of individual investments that represent 5 percent or more of the Plan's net assets at August 31, are as follows: 1998 ---------- Shares of registered investment companies: T. Rowe Price Stable Value Fund $1,365,287 T. Rowe Price Equity Income Fund 1,798,179 During fiscal 1998, the Plan's investments (including investments bought, sold, and held during the year) depreciated in value by ($249,249), as follows: YEAR ENDED AUGUST 31, 1998 --------------- Investments at fair value, as determined by quoted market prices: Shares of registered investment companies $ (222,118) Amcast Industrial Corporation common stock (27,131) --------------- $ (249,249) =============== 4. INCOME TAX STATUS The Internal Revenue Service (IRS) has not yet determined if the Plan qualifies under Section 401(a) of the IRC. However, the Plan Administrator believes that the Plan is qualified and therefore the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. 6 9 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 Notes to Financial Statements (continued) 5. TRANSACTIONS WITH PARTIES-IN-INTEREST The Trust is not charged for administrative services performed on its behalf by the Company. The Plan also invests in common stock of the Company which is the Plan Sponsor. 6. CONVERSIONS FROM OTHER COMPANY-SPONSORED PLANS This plan was created for employees formerly covered by other Company-sponsored plans in prior periods. The amounts disclosed in the Statement of Changes in Net Assets Available for Benefits are those assets which were transferred from the Amcast Industrial Corporation Salary Deferral Plan for Bargaining Unit Employees and the Amcast Industrial Corporation 401(k) Salary Deferral Plan into this plan for those eligible employees made effective either at September 1, 1997, December 1, 1997 or June 1, 1998. 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% 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. 9. SUBSEQUENT EVENT On October 16, 1998, Superior Value, a division of Amcast Industrial Corporation (Plan Sponsor) and whose employees were participants under the Plan was sold. The participants' assets in the plan were distributed as prescribed by the plan document. 7 10 Supplemental Schedules 11 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 EIN 31-0258080 / Plan 021 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 Capital Appreciation Fund 2,006 shares $ 30,350 $ 29,110 * T. Rowe Price Equity Income Fund 75,081 shares 2,015,472 1,798,179 * T. Rowe Price Equity Index 500 Fund 2,224 shares 63,935 57,977 * T. Rowe Price International Stock Fund 114 shares 1,717 1,532 * T. Rowe Price New Horizons Fund 327 shares 8,011 5,991 * T. Rowe Price New Income Fund 1,125 shares 10,204 10,067 ------------------------------ 2,129,689 1,902,856 COMMON/COLLECTIVE TRUST FUND: * T. Rowe Price Stable Value Fund 1,365,287 units 1,365,287 1,365,287 * Amcast Industrial Corporation common stock 4,986 shares 103,126 76,348 Participant loans Rates from 9.25% - 9.75% - 169,249 ============================== $ 3,598,102 $ 3,513,740 ==============================
* Indicates party-in-interest to the Plan 8 12 Amcast Industrial Corporation 401(k) Salary Deferral Plan for Bargaining Unit Employees - Plan 2 EIN 31-0258080 / Plan 021 Line 27d - Schedule of Reportable Transactions For the year ended August 31, 1998
COST DESCRIPTION OF PURCHASE SELLING OF IDENTITY OF PARTY INVOLVED INVESTMENT PRICE PRICE ASSET - ---------------------------------------------------------------------------------------------------------------------------- Category (i)--A Single Transaction in Excess of 5 Percent of Plan Assets - ------------------------------------------------------------------------ T.Rowe Price Stable Value Fund common/collective trust fund $ 443,473 $ - $ 443,473 T.Rowe Price Stable Value Fund common/collective trust fund 924,454 - 924,454 T. Rowe Price Equity Income Fund mutual fund 960,198 - 960,198 T. Rowe Price Equity Income Fund mutual fund 1,017,505 - 1,017,505 Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets - ------------------------------------------------------------------------------ T.Rowe Price Stable Value Fund common/collective trust fund 1,490,050 - - - 124,762 124,762 T. Rowe Price Equity Income Fund mutual fund 2,138,113 - - - 126,925 122,795
CURRENT VALUE OF NET ASSET AT REALIZED DESCRIPTION OF DATE OF GAIN OR IDENTITY OF PARTY INVOLVED INVESTMENT TRANSACTION (LOSS) - -------------------------------------------------------------------------------------------------------------- Category (i)--A Single Transaction in Excess of 5 Percent of Plan Assets - ------------------------------------------------------------------------ T.Rowe Price Stable Value Fund common/collective trust fund $ 443,473 $ - T.Rowe Price Stable Value Fund common/collective trust fund 924,454 - T. Rowe Price Equity Income Fund mutual fund 960,198 - T. Rowe Price Equity Income Fund mutual fund 1,017,505 - Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets - ------------------------------------------------------------------------------ T.Rowe Price Stable Value Fund common/collective trust fund 1,490,050 - 124,762 - T. Rowe Price Equity Income Fund mutual fund 2,138,113 - 126,925 4,130
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-----