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): November 30, 2004
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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 (Commission (IRS Employer
of 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information provided in Item 1.03 of this Current Report on Form
8-K is incorporated into this Item 1.01.
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
On November 30, 2004 (the "Petition Date"), Amcast Industrial
Corporation ("Amcast") and its subsidiaries (the "Subsidiaries," and together
with Amcast, the "Companies") filed voluntary petitions in the United States
Bankruptcy Court for the Southern District of Ohio (the "Bankruptcy Court")
seeking reorganization relief under the provisions of Chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code") (Case Nos. 04-40504, 04-40507,
04-40508, 04-40509, 04-40510, 04-40520, 04-40521, 04-40522, 04-40523, 04-40524,
04-40525, 04-40526, 04-40527, 04-40528, 04-40529, and 04-40530) (collectively,
the "Cases"). The Companies continue to operate their businesses as
debtors-in-possession under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and the orders
of the Bankruptcy Court.
Amcast has agreed on the terms of a Debtor-In-Possession Credit
Agreement (the "DIP Facility"), to be entered into with Heritage Bank, SSB
("Agent"), CitiGroup Financial Products, Inc. ("CitiGroup"), and Steel Partners
II, LP ("Steel Partners," and together with Agent and CitiGroup, the "Lenders").
The agreed terms of the DIP Facility received interim approval by the Bankruptcy
Court on December 3, 2004, but the definitive agreement remains subject to final
approval by the Bankruptcy Court. The DIP Facility, among other things, provides
for a commitment of up to $15 million to finance Amcast's working capital
requirements during the pendency of the Cases, and a commitment of up to $87
million in other financing to fund operations under Amcast's plan of
reorganization, which has yet to be submitted to the Bankruptcy Court.
Obligations under the DIP Facility are guaranteed by the Subsidiaries and are
secured by a superpriority first lien in favor of the Lenders thereunder over
all of the Companies' assets (for purposes of the remaining disclosures in this
Current Report on Form 8-K, the Subsidiaries will be considered primarily liable
with Amcast on the obligations under the DIP Facility).
Advances will be made to the Companies under the DIP Facility according
to a budget that has been agreed upon by Amcast and its lenders, and will be
subject to a borrowing base calculated as a percentage of the Companies'
accounts receivable and inventory, less reserves and fees. Principal repayments
will be made on a daily basis from Companies' cash collections. Interest on
borrowings under the DIP Facility accrues at a variable prime rate plus 1.50%
per annum (the sum of which shall not be less than 4.75% per annum). Interest on
borrowings made under the DIP Facility is payable on a monthly basis.
The DIP Facility subjects the Companies to certain obligations,
including the delivery of financials reports, schedules, and other materials
concerning the operations and financial performance of the Companies.
Furthermore, the DIP Facility subjects the Companies to numerous covenants,
including limitations on the Companies' uses of the funds provided
pursuant to the DIP Facility, limitations on the incurrence or payment of
indebtedness, creation of liens, entering into investments, and declaring and
paying dividends, and procedures for the collection of the Companies' accounts
receivable. In addition, repayment by the Companies under the DIP Facility may
be accelerated following certain events of default including, but not limited
to, (a) the Companies' failure to pay when due any principal, interest, premium,
or fee under the DIP Facility, (b) the conversion of any of the Cases to a case
under Chapter 7 of the Bankruptcy Code or the appointment of a trustee pursuant
to Chapter 11 of the Bankruptcy Code, (c) any event occurring after the
commencement of the Cases that would have a material adverse effect on the
Companies, (d) the filing of a plan of reorganization by any Companies that does
not provide for payment in full of the Companies' obligations to the lenders
under the DIP Facility, (e) certain events relating to the termination of the
Companies' pension plans, (f) the dismissal or resignation of the Chief
Executive Officer or Chief Financial Officer of Amcast and a vacancy in either
such position for more than 15 days, and (g) the occurrence of any breach or
event of default under, and/or the failure by any Companies to pay, debts
entered into after the Petition Date, assumed during the course of the Cases, or
otherwise required to be paid during the pendency of the Cases, in each case in
an amount in excess of $100,000.
The Companies are required to reimburse Agent for expenses incurred in
connection with the negotiation and consummation of the transactions
contemplated under the DIP Facility, and the continued administration and
enforcement of the agreements required thereunder. Additionally, the Companies
are required to indemnify and hold harmless Agent and the Lenders (each, an
"Indemnitee") from expenses and costs (of any kind or nature whatsoever)
associated with (i) the extension of credit or the use of the proceeds provided
under the DIP Facility and (ii) certain environmental matters, except for
expenses and costs resulting from the gross negligence or willful misconduct of
an Indemnitee.
The DIP Facility terminates on the earlier of (i) March 30, 2005
(subject to extension for up to 45 days upon the request of Amcast), (ii) the
acceleration of obligations following the occurrence of an event of default,
(iii) the closing date of a sale of all or substantially all of the Companies'
assets in violation of the DIP Facility, (iv) the effective date of a
reorganization plan confirmed by the Bankruptcy Court providing for payment in
full of all obligations owing under the DIP Facility, or (v) the entry of an
order dismissing or converting the Cases.
The Companies also agreed to the terms of a Lockup and Voting Agreement
(the "Lock Up Agreement") with certain of the Companies' pre-petition lenders
pursuant to which those lenders would agree to vote in favor of and support the
Companies' proposed financial restructuring plan, subject to the terms and
conditions contained in the Lock Up Agreement.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT.
The information provided in Item 1.03 of this Current Report in Form
8-K regarding the DIP Facility is incorporated into this Item 2.03.
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: December 6, 2004 By /s/ Richard A. Smith
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Vice President, Finance and
Chief Financial Officer