UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 2005
Amcast Industrial Corporation
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(Exact name of Registrant as specified in its charter)
Ohio 001-9967 31-0258080
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
7887 Washington Village Drive, Dayton, Ohio 33418
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(Address of principal executive offices) (Zip code)
(937) 291-7000
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(Registrant's telephone number including area code)
Not applicable
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(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
On July 29, 2005, the United States Bankruptcy Court for the Southern District
of Ohio (the "Bankruptcy Court") entered an order (the "Confirmation Order")
approving and confirming the Third Amended Joint Plan of Reorganization (the
"Plan of Reorganization") of Amcast Industrial Corporation ("Amcast"), together
with its affiliated debtor entities (collectively, with Amcast, the "Debtors").
The effective date of the Plan of Reorganization was August 3, 2005 ("Effective
Date"). A copy of the Plan of Reorganization as confirmed and the Confirmation
Order are attached as Exhibits 2.1 and 99.1, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
The following is a summary of the matters that occurred or will occur pursuant
to the Plan of Reorganization. This summary only highlights certain of the
substantive provisions of the Plan of Reorganization and is not intended to be a
complete description of, or a substitute for a full and complete reading of, the
Plan of Reorganization. This summary is qualified in its entirety by reference
to the full text of the Plan of Reorganization.
The Plan of Reorganization provides (among other things) that all equity
interests in Amcast and the other Debtors (other than Amcast's equity interests
in the other Debtors), including, without limitation, Amcast common stock and
any warrants, option rights, conversion rights, rights of first refusal, causes
of action, or other rights (contractual or otherwise) to acquire or receive any
stock or other equity ownership interests in Amcast or any of the other Debtors,
and any contracts, subscriptions, commitments, or agreements pursuant to which a
party was or could have been entitled to receive shares, securities, or other
ownership interests in Amcast or any of the other Debtors, will be cancelled as
of the Effective Date. The holders of such interests will not receive or retain
any property under the Plan of Reorganization on account of such interests and
will receive no distribution under the Plan of Reorganization. The holders of
such interests were, therefore, deemed to have rejected the Plan of
Reorganization and were not entitled to vote on the Plan of Reorganization. As
of the Effective Date, the Debtors and all successors in interest were
discharged from, and any liability extinguished, in connection with the
commencement or continuation of any action, act to collect or attempt to recover
against any Claim or Interest (as those terms are defined in the Plan of
Reorganization). As of July 26, 2005, and prior to giving effect to the Plan of
Reorganization, the Debtors estimated the total value of their assets at
$93,127,000 and their liabilities at $175,652,000.
As of June 30, 2005, 9,709,000 shares of common stock and no shares of preferred
stock of Amcast were issued and outstanding. Pursuant to the terms of the Plan
of Reorganization, the Prepetition Secured Lenders (as that term is defined in
the Plan of Reorganization) were issued an aggregate of 1000 shares of common
stock of Amcast, which represents all of the issued and outstanding shares of
equity stock of Amcast as of the date hereof.
On August 4, 2005, Amcast issued a press release concerning the Plan of
Reorganization. A copy of the release is furnished herewith as Exhibit 99.2 and
incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2.1 Third Amended Joint Plan of Reorganization under Chapter 11, Title 11
United States Code of Amcast Industrial Corporation and its Affiliated
Debtor Entities.*
99.1 Order Confirming Third Amended Joint Plan of Reorganization under Chapter
11, Title 11, United States Code of Amcast Industrial Corporation and its
Affiliated Debtor Entities.
99.2 Press Release of Amcast Industrial Corporation dated August 4, 2005.
* With the Plan of Reorganization, Amcast filed the following exhibits with the
Bankruptcy Court: (1) Summary of Terms of Amcast's Exit Facility; (2) New
Shareholders' Agreement and Summary of Terms of New Senior Notes and New Amcast
Common Stock; (3) Directors, Officers, and Employees Covered by the Release
Provisions in the Plan of Reorganization; (4) Legal Description of Fayetteville,
Arkansas Real Property; (5) Legal Description of Stowe, Pennsylvania Real
Property; (3) Litigation Rights Retained by Reorganized Debtors and (4) Creditor
Trust Causes of Action. As permitted by Item 601(b)(2) of Regulation S-K, these
exhibits have been omitted from this Current Report on Form 8-K. Amcast will,
upon request, provide copies to the Securities and Exchange Commission of any
exhibit to the Plan of Reorganization.
SIGNATURES
Pursuant to the requirements 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.
AMCAST INDUSTRIAL CORPORATION
Date: August 4, 2005 By /s/ Jeffrey A. McWilliams
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Vice President, Administration and
Secretary