ITEM 1 - BUSINESS - - ----------------- Amcast Industrial Corporation, an Ohio corporation organized in 1869, and its subsidiaries (called collectively "Amcast" or the "company") are engaged in the business of producing fabricated metal products, valves and controls, and cast and tubular metal products, in a variety of shapes, sizes, and metals for sale to end users directly and through sales representatives and distributor organizations and to original equipment manufacturers. Manufacturing facilities are located in five states, primarily in the eastern half of the United States. The company's business operations are conducted through three divisions and nine wholly-owned subsidiaries. Its subsidiaries include Amcast Industrial Ltd., an Ontario, Canada corporation; Elkhart Products Corporation (Elkhart), an Indiana corporation; WheelTek, Inc. (WheelTek), an Indiana corporation; Amcast Industrial Investment Corporation, a Delaware corporation; Amcast Automotive, Inc. (formerly Midwest Marketing Services Corporation), a Michigan corporation; Amcast Industrial Financial Services, Inc., an Ohio corporation; Amcast Industrial Sales Corporation, a U.S. Virgin Islands corporation; Amcast Casting Technologies, Inc., an Indiana Corporation and Amcast Precision Products, Inc., a California corporation. During fiscal 1992, Amcast and Izumi Industries, Ltd. of Japan, formed a joint venture, Casting Technology Corporation. Amcast owns 60% of the joint venture. In 1994, the joint venture was converted to a partnership, Casting Technology Company.
During the fourth quarter of 1993, the company elected early adoption, effective September 1, 1992, of the Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions". This statement requires companies to record a liability for employees' accumulated postretirement benefit costs and to recognize on-going expenses on an accrual basis. The company recognized a $6,159 pretax cumulative effect of the change in accounting principle, which represents the accumulated postretirement benefit obligation as of September 1, 1992. The effect on net income and shareholders' equity was $3,942, or $.47 per share. The impact on fiscal year 1993 operating results, due to the adoption of SFAS 106, was not material. See Postretirement Health Care and Life Insurance footnote of the company's Annual Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1, page 52 herein.
Effective August 31, 1992, the company's Board of Directors approved a plan to divest Stanley G. Flagg & Co. (Flagg), a manufacturer of iron and brass pipe fittings, previously reported as part of the Flow Control Products segment. This action was prompted by unprofitable operations that were plagued by industry overcapacity and weak demand in the iron pipe fittings product line. The company made a pretax provision of $22 million based on the expected proceeds of this divestiture. A significant portion of the Flagg assets, relating to the iron and pole line hardware businesses, have been sold and, although operating losses, until disposition, are greater than originally estimated, the loss on the sale of assets and estimated liabilities are expected to be less than the amounts initially provided. Annual sales and results of the remaining brass business are not material to the company. At August 31, 1994, the company believes that it has provided adequately for the effect of the disposal of the remaining assets of Flagg and the operating losses through the date of disposal. See Discontinued Operation footnote of the company's Annual Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1, page 42 herein.
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 for fiscal years 1992 through 1994 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, 1994, Exhibit 13.1, page 56 herein. Amcast has no foreign manufacturing operations and export sales to customers in foreign countries are not material.
ITEM 1 - BUSINESS (cont'd) - - ----------------- FLOW CONTROL PRODUCTS - - --------------------- The Flow Control Products segment (Flow Control) includes the business of the Superior Valve division (Superior Valve), the Elkhart subsidiary, and Amcast Industrial Ltd. Superior Valve, acquired in October 1986, manufactures valves and accessories used in air conditioning and refrigeration systems, and compressed gas cylinder valves for the welding, specialty, carbonic, and medical gas industries. Elkhart, acquired in July 1983, produces wrot copper fittings for use in residential and commercial water systems and markets bronze pipe fittings and valves. Amcast Industrial Ltd. is the common Canadian marketing arm for Amcast's Flow Control segment manufacturing units.
The company's Flow Control business is a leading supplier of pipe fittings for the industrial, commercial, and residential construction markets, valves utilized in air-conditioning and refrigeration systems, and industrial compressed gas applications. These products are sold through distributors and wholesalers. Shipments are 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, gas meters, and valves and controls. The company believes that competition in this segment is based on a number of factors including product quality, service, delivery, and value.
Most of the Flow Control business is based on customer purchase orders for their current product requirements and such orders are filled from company inventory. Orders are not considered firm beyond a 90-day period.
See Properties at Item 2
ITEM 2 - PROPERTIES - - -------------------
The following table provides certain information relating to the company's principal facilities as of October 14, 1994:
ITEM 2 - PROPERTIES (cont'd) - - -------------------
The land and building in Rancho Cucamonga, California, are leased under a 5-year lease, with a requirement that Amcast purchase the property at the fair market price at the lease expiration in 1997. The land and building in Burlington, Ontario, are leased under a 5-year lease expiring in 1995, with an option to renew the lease for two successive 5-year terms. 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 1998. The Amcast Automotive offices are being leased for five years expiring in the year 2000, with an option for a five year renewal. All other properties are owned by the company. The lease at the former Miami, Florida facility was terminated during fiscal year 1994 and operations were transferred to the Rancho Cucamonga, California facility.
A portion of the land and building at Fayetteville, Arkansas is subject to a mortgage in favor of Bank One, Dayton, NA, to secure the payment of a $5,050,000 bond issue dated December 1, 1991, and maturing December 1, 2004.
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 fiscal 1994, productive capacity utilization by division ranged from 58% to 90%, and averaged 78% of the company's total capacity.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS - - -------------------------- The company is subject to a range of federal, state and local laws and regulations governing the discharge of material into the environment or otherwise relating to the protection of the environment. The company periodically makes capital expenditures to meet the requirements of these laws and regulations; however, the company believes that the anticipated expenditures for such purposes in the foreseeable future will not be material to its financial position or its competitive position.
The company, as is normal for the industry in which it operates, is subject to periodic environmental site investigations and inquiries. The company has been identified as a potentially responsible party by various state agencies and by the United States Environmental Protection Agency (U.S. EPA) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, for costs associated with eight U.S. EPA led multi-party "superfund" sites and three state environmental agency led remediation sites. While the company could be found jointly and severally liable at a number of these sites, the company, in each case, is contesting any responsibility or believes that its liability will not be material because of the nature of the waste involved or the limited amount of waste generated by the company which was allegedly disposed of at these sites. With respect to one such site located in Ironton, Ohio, another potentially responsible party has brought an action entitled ALLIED-SIGNAL, INC., V. AMCAST INDUSTRIAL CORPORATION, in the U.S. District Court for the Southern District of Ohio, Western Division, Case No. C-3-92-013, seeking contribution from the company for a portion of the total response and remediation costs, which the plaintiff has claimed may exceed $20 million. The company believes that its ultimate equitable share, if any, of any liability for cleanup costs at this site will not be material.
The company also is a defendant in a lawsuit entitled PUBLIC INTEREST RESEARCH GROUP, INC., ET AL. V. STANLEY G. FLAGG & CO., ET AL., in the U.S. District Court for the Eastern District of Pennsylvania, Case No. 89-2137, which alleges that the content of zinc and other minerals in the waste water discharged at the company's Stowe, Pennsylvania, facility exceeded the levels allowed under the applicable permit during the period from October 1984 through October 1988. The suit seeks the assessment of penalties; however, the company believes that penalties, if any, should not be material because the discharge currently is in compliance with the permit.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - - ------------------------------------------------------------ None
ITEM 4A - EXECUTIVE OFFICERS OF REGISTRANT - - ------------------------------------------
Leo W. Ladehoff, age 62, has been a Director since 1978, Chairman of the Board of the company since December 1980, Chief Executive Officer since May 1979, and President of the company from September 1990 to December 1993. Mr. Ladehoff was also President of the company from December 1978 until November 1986.
John H. Shuey, age 48, has been President and Chief Operating Officer since December 1993 and a Director since March 1994. He was Executive Vice President from February 1991 to December 1993. From 1986 to 1991, Mr. Shuey was Senior Vice President, Finance and Chief Financial Officer at AM International (producer of business graphics equipment used in preparation and reproduction of information).
Dennis A. Bertram, age 57, has been President and General Manager of the Automotive Products Group since May 1992. From May 1989 to May 1992 he was Vice President and General Manager of the WheelTek Division. From July 1986 to May 1989 he was Vice President of Operations for WheelTek.
J. Randall Caraway, age 43, has been President of Amcast Precision Products, Inc. since March 1991. From August 1990 to March 1991 he was Vice President/General Manager of the Ontario Division. From 1988 to 1990 Mr. Caraway was President of Coastcast in California. Prior to his role of President he was Vice President of Operations of Coastcast.
David L. Ewing, age 46, has been President of the Flow Control Products Group since January 1994 and Vice President/General Manager of Elkhart Products Corporation, Plumbing Division since April 1990. From May 1989 to April 1990 Mr. Ewing was President of Sensus Technologies. From September 1987 to May 1989 he was President of the coupling division of Rockwell International in TexarKana, Arkansas.
Michael N. Powell, age 47, has been Vice President/General Manager of Superior Valve Company since April 1994. 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 a Senior Vice President for Mark Controls Corporation in Skokie, Illinois.
Douglas D. Watts, age 49, 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. From 1985 to 1987 he was Vice President, Finance and Chief Financial Officer of LCP Chemicals and Plastics, Inc., Edison, New Jersey.
William L. Bown, age 48, has been Vice President and Controller since June 1992. From November 1983 to May 1992 Mr. Bown was Controller of Worthington Industries, Inc. in Columbus, Ohio.
Denis G. Daly, age 52, has been Vice President, Legal Affairs and Secretary, since January 1990. From January 1988 to December 1989 he worked in private practice at the law firm of Thompson, Hine, and Flory. From August 1982 to January 1988 he was Vice President, General Counsel, and Secretary at Day International (Dayco) in Dayton.
William J. Durbin, age 49, has been Vice President, Human Resources, since July 1984. Mr. Durbin was Director of Personnel and Director of Management Resources of Carrier Transicold Co., Carrier North American Operations, and Carrier International Corp. from 1978 to 1984.
Myron E. Frye, age 55, has been Vice President of Purchasing since November 1992. From March 1983 to November 1992 he was President of Purchasing / Materials Group, Inc. in Naperville, Illinois.
ITEM 4A - EXECUTIVE OFFICERS OF REGISTRANT (cont'd) - - ------------------------------------------ Robert P. Hensley, age 63, has been Assistant Vice President of Risk Management/ Assistant Secretary, since March 1989. From January 1987 to March 1989 he was Director of Risk Management/Assistant Secretary.
Michael R. Higgins, age 48, has been Treasurer since January 1987.
Yeshwant P. Telang, age 69, has been Senior Vice President, Technology and Competitive Manufacturing, since November 1991. He was Vice President, Technology from January 1985 to November 1991.
Officers of Amcast are elected at the Board of Directors' first meeting following the annual meeting of shareholders and hold office until the first meeting of the board following the next Annual Meeting of Shareholders.
PART II -------
ITEM 5
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, 1994, there were 8,457,896 of the Company's common shares outstanding, and there were approximately 7,000 shareholders of Amcast's common stock, including shareholders of record and the company's estimate of beneficial holders.
See Long-Term Debt and Credit Arrangement footnote of the company's Annual Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1, page 45 herein for other information required by this item.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA - - -------------------------------- See "Selected Data" of the company's Annual Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1, page 35 herein.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - - ---------------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- See "Results of Continuing Operations", "Liquidity", and "Capital Resources" of the company's Annual Report to Shareholders for the year ended August 31, 1994, Exhibit 13.1, pages 30-34 herein.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - - ---------------------------------------------------- See "Financial Statements and Notes", 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, 1994, Exhibit 13.1, pages 36-57 herein.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON - - --------------------------------------------------------- ACCOUNTING AND FINANCIAL DISCLOSURE ----------------------------------- None
PART III --------
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - - ------------------------------------------------------------ The information required by this item relating to directors of the company is incorporated herein by reference to that part of the information under "Election of Directors" beginning on page 2 of the company's Proxy Statement for its Annual Meeting of Shareholders to be held on December 14, 1994. Information concerning executive officers of the company appears under "Executive Officers of Registrant" at Part I, page 8, of this Report.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION - - -------------------------------- The information required by this item is incorporated herein by reference to "Executive Compensation" on pages 6 through 12 of the company's Proxy Statement for its Annual Meeting of Shareholders to be held on December 14, 1994.
ITEM 12
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 5 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 14, 1994.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - - -------------------------------------------------------- The information required by this item is contained on pages 12 and 13 in the company's Proxy Statement for its Annual Meeting of Shareholders to be held on December 14, 1994, which is incorporated herein by reference.
PART IV -------
ITEM 14
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, 1994, are incorporated by reference at Item 8 of this report.
Consolidated Statements of Operations - Years Ended August 31, 1994, 1993, and 1992.
Consolidated Statements of Financial Condition - August 31, 1994 and 1993.
Consolidated Statements of Shareholders' Equity - Years Ended August 31, 1994, 1993 and 1992.
Consolidated Statements of Cash Flows - Years Ended August 31, 1994, 1993, and 1992.
Notes to Consolidated Financial Statements
2. Consolidated financial statement schedules:
All other financial statement schedules are omitted because they are not applicable or because the required information is shown in the financial statements and notes.
3. Exhibits - See Index to Exhibits (page 19 hereof).
4. Form 8-K - During the quarter ended August 31, 1994, the company did not file any reports on Form 8-K.
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 29th day of November 1994.
AMCAST INDUSTRIAL CORPORATION (Registrant)
By /s/Leo W. Ladehoff ---------------------------------- Leo W. Ladehoff Chairman of the Board 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/Leo W. Ladehoff Chairman of the Board and November 29, 1994 - - ------------------- Leo W. Ladehoff Chief Executive Officer, Director
/s/John H. Shuey President and Chief November 29, 1994 - - ------------------- John H. Shuey Operating Officer, Director
/s/Douglas D. Watts Vice President, Finance November 29, 1994 - - ------------------- Douglas D. Watts
/s/William L. Bown Vice President and Controller November 29, 1994 - - ------------------- William L. Bown
*James K. Baker Director November 29, 1994 *Walter E. Blankley Director November 29, 1994 *Peter H. Forster Director November 29, 1994 *Ivan W. Gorr Director November 29, 1994 *Earl T. O'Loughlin Director November 29, 1994 *William G. Roth Director November 29, 1994 *R. William Van Sant Director November 29, 1994
*The undersigned Leo W. Ladehoff, 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/Leo W. Ladehoff ------------------------- Leo W. Ladehoff Attorney in Fact
SCHEDULE V and VI - PROPERTY, PLANT AND EQUIPMENT (A) (Thousands of dollars)
AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES
Years Ended August 31
______________________________________________________________________________
Notes to Schedules V and VI:
(1) Represents normal additions. (2) Reclassification from Construction in Progress to specific asset accounts. (3) Reclassification among fixed asset accounts. (4) Reclassification between Other Assets and fixed asset accounts. (5) Reclassification to net assets of discontinued operation. (6) Write-down in carrying value of equipment and/or disposal of equipment previously written down. (7) Property not used in ongoing operations - reclassified to Other Assets. (8) Adjustment due to foreign currency translation. (9) Reclassification between inventory and fixed asset accounts.
(A) The principal lives and depreciation methods used for the above asset classifications are: