SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 2, 2004
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AMCAST INDUSTRIAL CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 1-9967 31-0258080
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
7887 Washington Village Drive, Dayton, Ohio 45459
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 291-7000
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Not Applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
On August 2, 2004, Amcast Industrial Corporation ("Amcast" or the "Company")
completed the sale of most of the assets of its Flow Control segment to a U.S.
subsidiary of the Dutch group Aalberts Industries N.V. (Amsterdam: AALB). The
sale of the Flow Control assets includes the businesses of Elkhart Plumbing
(Elkhart, Indiana and Fayetteville, Arkansas), Elkhart Industrial (Geneva,
Indiana), and Amcast Industrial Ltd. (Burlington, Ontario). Elkhart Plumbing
produces and markets a complete line of wrot copper fittings and markets brass
pipe fittings for use in residential, commercial, and industrial construction.
Elkhart Industrial fabricates custom copper and aluminum tubular parts and cast
and fabricated metal products for sale to original equipment manufacturers in
the transportation, construction, air conditioning and refrigeration industries.
Amcast Industrial Ltd. is the Canadian marketing channel for the Flow Control
segment's manufacturing units. The Company received $56.4 million for the assets
sold, of which $53.8 million was used to reduce the Company's outstanding debt.
There is no material relationship between the Purchaser and the Company or any
affiliate, director, officer, or associate of the Company.
A copy of the Purchase Agreement is Exhibit 2.1 to this Report.
Item 7. Financial Statements and Exhibits.
(a) Inapplicable
(b) Pro forma Condensed Consolidated Financial Information (Unaudited)
1) Pro forma condensed consolidated balance sheet of the Company as
of May 30, 2004
2) Pro forma condensed statements of consolidated operations for the
nine-month period ended May 30, 2004, and the fiscal year ended
August 31, 2003.
(c) Exhibits. The following exhibits are filed with this report
2 Plan of Acquisition, Reorganization, Arrangement, Liquidation
or Succession.
2.1 Asset Purchase Agreement, dated July 8, 2004, by and among
Aalberts Industries U.S. Holding Corp., Elkhart Products
Corporation, and Elkhart Products, Ltd. and Amcast
Industrial Corporation, Elkhart Products Corporation, and
Amcast Industrial Ltd. As permitted by Item 601(b)(2) of
Regulation S-K, the schedules attached to the above Asset
Purchase Agreement are not being filed herewith. Amcast
Industrial Corporation agrees to furnish a copy of the
schedules to the Commission upon request.
2.2 Exhibits to Asset Purchase Agreement, dated July 8, 2004, by
and among Aalberts Industries U.S. Holding Corp., Elkhart
Products Corporation, and Elkhart Products, Ltd. and Amcast
Industrial Corporation, Elkhart Products Corporation, and
Amcast Industrial Ltd.
2
Amcast Industrial Corporation
Pro Forma Condensed Consolidated Financial Information (Unaudited)
The following presents unaudited pro forma condensed financial information of
the Company, as adjusted to give effect to the sale of most of the assets of its
Flow Control segment (the "Divested Companies"). The financial information for
Divested Companies has been derived from the financial statements of the
Company. It is intended only for presentation of the Company's pro forma
financial information. This data is presented for illustrative purposes only and
is not necessarily indicative of the financial position or results of operations
of the Company or Divested Companies had the sale actually been consummated as
of such dates. This information is not indicative of the future financial
position or results of operations of the Company or Divested Companies.
This report on Form 8-K includes "forward-looking statements" as that term is
defined under the Private Securities Litigation Reform Act of 1995 which are
subject to change based on various factors and uncertainties that may cause
actual results to differ significantly from expectations. As such, all
forward-looking statements should be analyzed with the understanding of their
inherent uncertainty.
3
Amcast Industrial Corporation
Pro Forma Condensed Consolidated Balance Sheet (Unaudited)
As of May 30, 2004
($ in thousands)
Amcast Amcast
Industrial Divested Industrial
Corporation Companies Corporation
Historical Historical Pro Forma
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ASSETS
Current Assets
Cash and cash equivalents $ 7,550 $ - $ 7,550
Accounts receivable 43,843 15,133 28,710
Inventories 19,426 8,199 11,227
Other current assets 5,548 521 5,027
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Total current assets from continuing operations 76,367 23,853 52,514
Assets of discontinued operations - - 54,902
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Total Current Assets 76,367 23,853 107,416
Property, Plant, and Equipment 359,968 98,499 261,469
Less accumulated depreciation (233,864) (67,469) (166,395)
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Net Property, Plant, and Equipment 126,104 31,030 95,074
Restricted Cash 6,000 - 6,000
Other Assets 12,418 19 9,311
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Total Assets $ 220,889 $ 54,902 $ 217,801
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 1,456 $ - $ 1,456
Accounts payable 26,557 6,442 20,115
Accrued expenses 21,766 4,343 17,423
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Total current liabilities of continuing operations 49,779 10,785 38,994
Liabilities of discontinued operations - - 13,928
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Total Current Liabilities 49,779 10,785 52,922
Long-Term Debt (less current portion) 171,208 - 171,208
Deferred Liabilities 39,996 3,143 33,765
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211,204 3,143 204,973
Shareholders' Equity
Common stock 9,696 - 9,696
Capital in excess of stated value 72,933 - 72,933
Accum other comprehensive gains (losses) (34,195) - (34,195)
Retained Earnings (84,041) 40,974 (84,041)
Treasury Stock (4,487) - (4,487)
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Total Shareholders' Equity (40,094) 40,974 (40,094)
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Total Liabilities and Shareholders' Equity $ 220,889 $ 54,902 $ 217,801
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Amcast Industrial Corporation
Pro Forma Condensed Consolidated Statement Of Earnings (Unaudited)
For The Nine Months Ended May 30, 2004
($ in thousands, except per share amounts)
Amcast Amcast
Industrial Divested Industrial
Corporation Companies Corporation
Historical Historical Pro Forma
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Net sales $ 318,747 $ 88,742 $ 230,005
Cost of sales 280,447 72,687 207,760
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Gross Profit 38,300 16,055 22,245
Selling, general and administrative expenses 25,468 10,280 15,188
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Operating Income 12,832 5,775 7,057
Other (income) expense (32) 1 (33)
Interest expense 11,240 2,987 8,253
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Income (Loss) Before Income Taxes, Discontinued Operations,
and Cumulative Effect of Accounting Change 1,624 2,787 (1,163)
Income taxes (benefit) (40) 20 (60)
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Income (Loss) From Continuing Operations $ 1,664 $ 2,767 $ (1,103)
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Basic earnings (loss) per share - Continuing Operations $ (0.12)
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Diluted earnings (loss) per share - Continuing Operations $ (0.12)
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Average number of shares outstanding- Basic 9,288
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Average number of shares outstanding- Diluted 9,291
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Amcast Industrial Corporation
Pro Forma Condensed Consolidated Statement Of Earnings (Unaudited)
For The Year Ended August 31, 2003
($ in thousands, except per share amounts)
Amcast Amcast
Industrial Divested Industrial
Corporation Companies Corporation
Historical Historical Pro Forma
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Net sales $ 423,920 $ 96,241 $ 327,679
Cost of sales 373,329 77,157 296,172
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Gross Profit 50,591 19,084 31,507
Selling, general and administrative expenses 37,320 14,765 22,555
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Operating Income 13,271 4,319 8,952
Other (income) expense (691) 20 (711)
Interest expense 15,142 3,997 11,145
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Income (Loss) Before Income Taxes, Discontinued Operations,
and Cumulative Effect of Accounting Change (1,180) 302 (1,482)
Income taxes (benefit) (482) 180 (662)
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Income (Loss) From Continuing Operations $ (698) $ 122 $ (820)
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Basic earnings (loss) per share - Continuing Operations $ (0.09)
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Diluted earnings (loss) per share - Continuing Operations $ (0.09)
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Average number of shares outstanding- Basic 8,948
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Average number of shares outstanding- Diluted 8,948
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Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)
Variance of $3,088 between total assets of Amcast Industrial Corporation
Historical and Amcast Industrial Corporation Pro Forma balance sheets is due to
the Divested Companies share of long-term deferred taxes. The Divested Companies
share of Amcast's long-term deferred taxes are recorded in deferred liabilities
on the Divested Companies balance sheet, however this amount is part of a total
deferred tax asset, recorded in other assets, on the Amcast Industrial
Corporation Historical balance sheet.
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S I G N A T U R E S
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMCAST INDUSTRIAL CORPORATION
Date: August 13, 2004 By: /s/ Francis J. Drew
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Francis J. Drew
Vice President, Finance and
Chief Financial Officer