-----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, SLzehS3WdNZCiOUQo7OPgleIoDMwNrKfrRreqctBDrkgDDDe3PPb4HbjP6ajXVqw IFphBH3culAlcKJ5nIMbIQ== 0000950152-96-000063.txt : 19960112 0000950152-96-000063.hdr.sgml : 19960111 ACCESSION NUMBER: 0000950152-96-000063 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19960110 EFFECTIVENESS DATE: 19960129 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCAST INDUSTRIAL CORP CENTRAL INDEX KEY: 0000027425 STANDARD INDUSTRIAL CLASSIFICATION: IRON & STEEL FOUNDRIES [3320] IRS NUMBER: 310258080 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00133 FILM NUMBER: 96502434 BUSINESS ADDRESS: STREET 1: 7887 WASHINGTON VILLAGE DR CITY: KETTERING STATE: OH ZIP: 45459 BUSINESS PHONE: 5132987000 MAIL ADDRESS: STREET 1: 7887 WASHINGTON VILLAGE DRIVE CITY: KETTERING 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 S-8 1 AMCAST INDUSTRIAL CORPORATION 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMCAST INDUSTRIAL CORPORATION (Exact name of registrant as specified in its charter) OHIO 31-0258080 ------------------------- ------------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) AMCAST INDUSTRIAL CORPORATION 7887 WASHINGTON VILLAGE DRIVE DAYTON, OHIO 45459 (513) 291-7000 (Address, including zip code, of registrant's principal executive offices) NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN (Full title of the plan) DENIS G. DALY, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY AMCAST INDUSTRIAL CORPORATION 7887 WASHINGTON VILLAGE DRIVE DAYTON, OHIO 45459 (Name, address, code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered per share price registration fee - -------------------------------------------------------------------------------------------------------------- Common Shares, 25,000 $18.50(1) $462,500(1) $160.00 without par value(2) - --------------------------------------------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), based upon the average of the high and low prices of a Common Share as reported on the New York Stock Exchange for January 3, 1996. (2) There also are being registered hereunder an equal number of Preferred Share Purchase Rights which currently are attached, to and are transferrable only with, the Common Shares registered hereunder.
================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents filed with the Securities and Exchange Commission are incorporated herein by reference as of their respective dates of filing: (a) The Annual Report of Amcast Industrial Corporation (the "Company") on Form 10-K for the year ended August 31, 1995, filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) The description of the Company's Common Shares contained in the Registration Statement filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all Common Shares offered hereunder have been sold or which deregisters all Common Shares then remaining unsold hereunder shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. -------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Thompson Hine & Flory P.L.L. has provided a legal opinion to the Company with respect to the Common Shares of the Company issuable under the Company's Non-Employee Directors Stock Compensation Plan and registered hereunder. Item 6. Indemnification of Directors and Officers. ------------------------------------------ Article VI of the Code of Regulations of the Company sets forth certain rights of directors and officers of the Company to indemnification. Article VI provides, among other things, that directors and officers will be indemnified by the Company to the fullest extent permitted by Ohio law. Under Ohio law, the liabilities against which a director and officer may be indemnified and factors employed to determine whether a director and officer is entitled to indemnification in a particular instance depend on whether the proceedings in which the claim for indemnification arises were brought (a) other than by and in the right of the corporation ("Third Party Actions") or (b) by and in the right of the corporation ("Company Actions"). In Third Party Actions, a corporation may indemnify each director and officer against expenses, including attorneys' fees, judgments, fines, penalties, and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened or actual proceeding in which he may be involved by reason of his having acted in such capacity, if he acted in good faith -1- 3 and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and with respect to any matter the subject of a criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. In Company Actions, a corporation may indemnify each director and officer against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of any such proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification is permitted with respect to any matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless a court determines such person is entitled to indemnification. Unless indemnification is ordered by a court, the determination as to whether or not an individual has satisfied the applicable standards of conduct (and therefore may be indemnified) is made by the board of directors of the corporation by a majority vote of a quorum consisting of directors of the corporation who were not parties to the action; or if such a quorum is not obtainable, or if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or by the shareholders of the corporation. Article VI of the Code of Regulations does not limit in any way other indemnification rights to which those seeking indemnification may be entitled. In addition, the Company has entered into an indemnification agreement with each director of the Company. The Company maintains insurance policies which presently provide protection, within the maximum liability limits of the policies and subject to a deductible amount for each claim, to the Company under its indemnification obligations and to the directors and officers with respect to certain matters which are not covered by the Company's indemnification obligations. Item 7. Exemption from Registration Claimed. ------------------------------------ Not applicable. Item 8. Exhibits. --------- See Index to Exhibits following signature pages. Item 9. Undertakings. ------------- (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; -2- 4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -3- 5 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dayton, State of Ohio, on this 10th day of January, 1996. AMCAST INDUSTRIAL CORPORATION By /s/ John H. Shuey ----------------------------- John H. Shuey President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
- ------------------------------------------------------------------------------------------------------ Name Title Date ---- ----- ---- - ------------------------------------------------------------------------------------------------------ /s/ John H. Shuey President, Chief January 10, 1996 - --------------------------------- Executive Officer and John H. Shuey Director (principal executive officer) /s/ Douglas D. Watts Vice President, Finance January 10, 1996 - -------------------------------- Douglas D. Watts (principal financial officer) /s/ William L. Bown Vice President, January 10, 1996 - -------------------------------- William L. Bown Controller (principal accounting officer) *Leo W. Ladehoff Chairman of the Board, Director January 10, 1996 *James K. Baker Director January 10, 1996 *Walter E. Blankley Director January 10, 1996
-4- 6 *Peter H. Forster Director January 10, 1996 *Ivan W. Gorr Director January 10, 1996 *Earl T. O'Loughlin Director January 10, 1996 *William G. Roth Director January 10, 1996 *R. William Van Sant Director January 10, 1996
* The undersigned John H. Shuey, by signing his name hereto, does sign execute this Registration Statement on behalf of each of the above- named directors of the Registrant pursuant to powers of attorney executed by each such director and filed as an exhibit to this Registration Statement. By/s/ John H. Shuey _________________ John H. Shuey Attorney-in-fact -5- 7 INDEX TO EXHIBITS ----------------- (4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES: 4.1 Articles of Incorporation of Amcast Industrial Corporation 4.2 Amendment, dated February 24, 1988, to the Articles of Incorporation of Amcast Industrial Corporation 4.3 Code of Regulations of Amcast Industrial Corporation 4.4 Non-Employee Directors Stock Compensation Plan (5) OPINION RE LEGALITY 5.1 Opinion of Thompson Hine & Flory P.L.L. (23) CONSENTS OF EXPERTS AND COUNSEL: 23.1 Consent of Ernst & Young LLP 23.2 Consent of Thompson Hine & Flory P.L.L. [contained in their opinion filed as Exhibit 5.1] (24) POWERS OF ATTORNEY: 24.1 Powers of Attorney of certain persons authorizing execution of this Registration Statement pursuant to power of attorney
-6- EX-4.1 2 EXHIBIT 4.1 1 EXHIBIT 4.1 ----------- AS AMENDED TO JANUARY 1, 1996 AMENDED ARTICLES OF INCORPORATION OF AMCAST INDUSTRIAL CORPORATION ----------------------------- FIRST. The name of said Corporation shall be Amcast Industrial Corporation. SECOND. The purpose or purposes of the Corporation shall be: (a) To manufacture, purchase, lease, or otherwise acquire and to hold, own, sell, lease, or dispose of, trade in or deal in castings and other allied, similar or related products of every kind and description. (b) To engage in any lawful act or activities for which corporations may be formed under Section 1701.01 to 1701.98, inclusive, of the Ohio Revised Code. THIRD. The place in the State of Ohio where the Corporation's principal office shall be located is Kettering, Montgomery County, Ohio. FOURTH. The maximum number of shares which the Corporation is authorized to have outstanding is 16,000,000 shares which shall be classified as follows: 1,000,000 Preferred Shares without par value (hereinafter called "Preferred Shares"); and 15,000,000 Common Shares without par value (hereinafter called "Common Shares"). Section 1. The express terms and provisions of the Preferred Shares are as follows: 1.1 Preferred Shares may be issued in series from time to time. Within the limitations and restrictions set forth in this Article FOURTH, the Board of Directors is expressly authorized, at one time or from time to time, to adopt amendments to the Articles of Incorporation in respect of any authorized and unissued Preferred Shares to fix or alter the division of such shares into series, the designation and number of shares of each series, the dividend rates, redemption rights, redemption prices, liquidation prices, sinking fund requirements, conversion rights, and restrictions on issuance of shares of the same series or of any other class or series. The express terms and provisions of Preferred Shares of different series shall be identical 2 except that there may be variations in respect of any or all of the particulars hereinbefore set forth in this subsection 1.1. In case the stated dividends or the amounts payable on dissolution, liquidation, or sale of assets of the Corporation are not paid in full, all Preferred Shares of all series shall participate ratably in the payment of dividends, including accumulations, if any, in proportion to the sums which would be payable thereon if all dividends thereon were paid in full, and, in any distribution of assets other than by way of dividends, in proportion to the same which would be payable on such distribution if all sums payable thereon to holders of Preferred Shares were discharged in full. 1.2 The holders of Preferred Shares shall be entitled to receive when and as declared out of the surplus of the Corporation, subject to any limitations prescribed by statute, cash dividends at the respective rates and on the respective dates fixed by the Board of Directors for the shares of the several series of Preferred Shares, and no more. Dividends on each Preferred Share shall be cumulative from the date fixed therefor by the Board of Directors. 1.3 Except as may be otherwise expressly provided in this Article FOURTH, the Corporation shall have the right to redeem the Preferred Shares of any one or more series at any time, either in whole or in such portions, as from time to time, the Board of Directors may determine, upon the payment to the respective holders thereof of the "General Redemption Price" thereof. The General Redemption Price for shares of each series shall be an amount equal to the sum of (a) the redemption price fixed by the Board of Directors for the shares of such series prior to the initial issuance of the first shares of such series; and (b) an amount equivalent to all accumulated and unpaid dividends on the shares to be redeemed to the date fixed for redemption (hereinafter referred to as the "Redemption Date"), whether or not such dividends shall have been earned or declared. In lieu of such payment the Corporation may deposit the General Redemption Price of the shares to be redeemed on or prior to the Redemption Date with such responsible bank or trust company as may be designated by the Board of Directors, in trust, for payment on or after the date of such deposit (without awaiting the Redemption Date) to the holders of Preferred Shares then to be redeemed. If less than the whole amount of outstanding Preferred Shares of any particular series shall be redeemed at any time, the shares thereof to be redeemed shall be selected by lot. Notice of any such redemption, in whole or in part, and of any such deposit made or to be made of such General Redemption Price, shall be mailed to each holder of -2- 3 Preferred Shares so to be redeemed, at his address registered with the Corporation, not less than thirty days prior to the Redemption Date, and, if less than all of the said shares owned by such shareholders are to be redeemed, the notice shall specify the number of shares thereof which are to be redeemed. Such notice having been so given, or irrevocable written authority to the depositary having been given at the time of making the deposit provided for herein forthwith to give such notice, all rights of the respective holders of the said shares as shareholders of the Corporation by reason of the ownership of such shares, except the right to receive the General Redemption Price of such shares upon presentation and surrender of their respective certificates representing the said shares, shall cease from and after the Redemption Date (unless default shall be made by the Corporation in providing monies for the payment of the General Redemption Price), or, if the General Redemption Price shall have been deposited on or prior to the Redemption Date as above permitted, from and after the date of such deposit; provided, however, that in lieu of the right to receive the General Redemption Price, any rights of conversion or exchange may be exercised up to the close of business on the Redemption Date. If after such deposit any Preferred Shares so called shall be so converted or exchanged, the amount theretofore deposited with the depositary for the redemption thereof shall forthwith be paid over by it to the Corporation. Any other monies so deposited which shall remain unclaimed by the holders of Preferred Shares so called for redemption at the end of two years after the Redemption Date shall be paid by such depositary to the Corporation, after which the holders of such Preferred Shares shall look only to the Corporation for payment of the General Redemption Price thereof, without interest. 1.4 Upon the dissolution, liquidation or sale of all or substantially all the assets of the Corporation, the holders of Preferred Shares shall be entitled to receive the following sums, before any payment shall be made to the holders of Common Shares with respect to payment upon dissolution, liquidation or sale of assets: (a) in case of any involuntary dissolution or liquidation or forced sale of all or substantially all the assets of the Corporation, each Preferred Share of each series shall be entitled to receive the amount fixed for such contingency by the Board of Directors for the shares of such series prior to the issuance of the first shares of such series, together with a sum, whether or not earned or declared, equivalent -3- 4 to all accumulated and unpaid dividends thereon to the date of such payment; or (b) in case of any voluntary dissolution or liquidation or voluntary sale of all or substantially all the assets of the Corporation, each Preferred Share of each series shall be entitled to receive the amount fixed for such contingency by the Board of Directors for the shares of such series prior to the initial issuance of the first shares of such series, together with a sum, whether or not earned or declared, equivalent to all accumulated and unpaid dividends thereon to the date of such payment. After all sums payable on the Preferred Shares as herein provided upon a particular contingency shall have been paid in full, but not prior thereto, the Common Shares shall be entitled to payment of all other sums then distributable. For the purposes of this subsection 1.4, a consolidation or merger of the Corporation with or into any other corporation, or a consolidation or merger of any other corporation with or into the Corporation shall not be deemed a dissolution, liquidation or sale of assets. 1.5 The holders of Preferred Shares shall be entitled to one vote for each Preferred Share held by them respectively. 1.6 So long as any of the Preferred Shares shall remain outstanding, no dividend (other than dividends payable in Common Shares) shall be paid, nor shall any distribution (by purchase, redemption, payment to any sinking fund, or otherwise, other than stock splits) be made, on any of the Common Shares unless: (a) all dividends on all outstanding Preferred Shares shall have been paid and full dividends thereon for the then current quarterly dividend period shall have been declared and a sum sufficient for the payment thereof set apart therefor; and (b) the Corporation shall not be in arrears in respect of any sinking fund obligation in respect of any series of Preferred Shares. 1.7 Preferred Shares acquired by the Corporation through the exercise by the holders thereof of any conversion privilege shall not be reissued except as hereinafter provided. Such shares and any other Preferred -4- 5 Shares acquired otherwise than through the operation of any sinking fund and not used to reduce the amount of any sinking fund installment shall, upon compliance with such provisions of law relating to the retirement of shares as may be applicable, have the status of authorized and unissued Preferred Shares which are unclassified into any series. Preferred Shares acquired by the Corporation through the operation of any sinking fund or which have been used to reduce the amount of any sinking fund installment shall be cancelled and not reissued, and the Corporation shall from time to time take appropriate corporate action to reduce the authorized number of Preferred Shares accordingly. Section 2. The express terms and provisions of the Common Shares are as follows: 2.1 The rights and preferences of the Common Shares shall be subject in all respects to the rights and preferences of the Preferred Shares in the manner and to the extent provided in this Article FOURTH. 2.2 The Common Shares shall rank junior to the Preferred Shares with respect to the payment of dividends. Out of the assets of the Corporation available for dividends remaining after there shall have been paid or declared and set apart for payment full dividends on the Preferred Shares, and subject to the restrictions or limitations contained in the express terms and provisions of any series of Preferred Shares, dividends may be declared and paid upon the Common Shares, but only when and as determined by the Board of Directors. 2.3 The Common Shares shall rank junior to the Preferred Shares with respect to payment upon dissolution, liquidation or sale of the assets of the Corporation. Upon the dissolution, liquidation or sale of all or substantially all the assets of the Corporation, after there shall have been paid to or set apart for holders of the Preferred Shares the full preferential amounts to which they are entitled, the holders of Common Shares shall be entitled to receive pro rata all of the remaining assets of the Corporation available for distribution to its shareholders. 2.4 The holders of Common Shares shall be entitled to one vote for each Common Share held by them respectively. Section 3. No shareholder of the Corporation shall have the right to vote cumulatively in the election of directors of the Corporation. -5- 6 FIFTH. The Corporation, through its Board of Directors, shall have the right and power to purchase any of its outstanding shares of stock at such price and upon such terms as may be agreed upon between the Corporation and the selling shareholder or shareholders. SIXTH. Notwithstanding any provisions of the Ohio Revised Code now or hereafter in force providing for any action for the vote, consent, waiver, or release of the holders of shares entitling them to exercise two-thirds, or any other proportion, of the voting power of the Corporation or of any class or classes of shares thereof, such action, unless otherwise expressly required by statute or by these Amended Articles of Incorporation, may be taken by the vote, consent, waiver, or release of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes. SEVENTH. Notwithstanding the foregoing, the affirmative vote of the holders of shares entitling them to exercise as least four-fifths of the voting power of the Corporation shall be required: (a) To approve (i) the sale, exchange, lease, transfer, or other disposition by the Corporation of all, or substantially all, of its assets or business to a related corporation or an affiliate of a related corporation, (ii) the consolidation of the Corporation with or its merger into a related corporation or an affiliate of a related corporation, or (iii) the merger into the Corporation of a related corporation, or (iv) a combination or majority share acquisition in which the Corporation is the acquiring corporation and its voting shares are issued or transferred to a related corporation or an affiliate of a related corporation or to shareholders of a related corporation or an affiliate of a related corporation; or (b) to approve any agreement, contract, or other arrangement with a related corporation providing for any of the transactions described in subparagraph (a) above. For the purpose of this Article SEVENTH, (i) a "related corporation" in respect of a given transaction shall be any corporation which, together with its affiliates and associated persons, owns of record or beneficially, directly or indirectly, more than 5% of the shares of any class of outstanding shares of the Corporation entitled to vote upon such transaction, as of the record date used to determine -6- 7 the shareholders of the Corporation entitled to vote upon such transaction; (ii) an "affiliate" of a related corporation shall be any individual, joint venture, trust, partnership, or corporation which, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the related corporation; (iii) an "associated person" of a related corporation shall be any officer or director or any beneficial owner, directly or indirectly, of 10% or more of any class of equity security of such related corporation or any of its affiliates; (iv) the terms "combination", or "majority share acquisition" and "acquiring corporation" shall have the same meaning as that contained in Section 1701 of the Ohio General Corporation Law or any similar provision hereafter enacted. The determination of the Board of Directors of the Corporation, based on information known to the Board of Directors and made in good faith, shall be conclusive as to whether any corporation is a related corporation as defined in this Article SEVENTH. The provisions of this Article SEVENTH shall not be applicable to (i) any merger or consolidation of the Corporation with or into any other corporation, or any sale or lease of all, or substantially all, of the assets of the Corporation to, or any sale or lease to the Corporation, or any subsidiary thereof, in exchange for securities of the Corporation of any assets of, any corporation if the Board of Directors of the Corporation shall by resolution have approved a memorandum of understanding with such other corporation with respect to and substantially consistent with such transaction prior to the time that such other corporation shall have become a holder of more than 20% of the outstanding shares of stock of the Corporation entitled to vote in elections of Directors; or (ii) any merger or consolidation of the Corporation with, or any sale or lease to the Corporation, or any subsidiary thereof, of any of the assets of, any corporation of which a majority of the outstanding shares of all classes of stock entitled to vote in elections of Directors is owned of record or beneficially by the Corporation and its subsidiaries. No amendment to the Articles of Incorporation of the Corporation shall amend, alter, change, or repeal any of the provisions of this Article SEVENTH, unless the amendment effecting such amendment, alteration, change, or repeal shall receive the affirmative vote or consent of the holders of shares entitling them to exercise at lease four-fifths of the voting power of the Corporation. -7- 8 EIGHTH. No holder of shares of the Corporation of any class, as such, shall have any preemptive right to purchase or subscribe for shares of the Corporation, of any class, or other securities of the Corporation, of any class, whether now or hereafter authorized. -8- EX-4.2 3 EXHIBIT 4.2 1 EXHIBIT 4.2 ----------- CERTIFICATE OF AMENDMENT AMENDED ARTICLES OF INCORPORATION OF AMCAST INDUSTRIAL CORPORATION ----------------------------- The undersigned, Leo. W. Ladehoff and Thomas G. Amato, being respectively, the Chairman of the Board and the Secretary of AMCAST INDUSTRIAL CORPORATION (the "Corporation"), an Ohio corporation, do hereby certify that at a meeting of the directors of the Corporation duly called and held on February 24, 1988, the following resolution was unanimously adopted: NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors in accordance with the provisions of Article Fourth of its Amended Articles of Incorporation, such Article Fourth hereby is amended to set forth the designation and number of a new series of Preferred Shares and the powers, preferences, and relative, participating, optional, and other special rights and the qualifications, limitations, or restrictions thereof, as follows: Section 4: Series A Preferred Shares. 4.1 DESIGNATION AND AMOUNT. There shall be a series of the Preferred Shares of the Corporation which shall be designated as the "Series A Preferred Shares," without par value, and the number of such shares shall be 300,000. 4.2 DIVIDENDS AND DISTRIBUTION. (A) Subject to the prior and superior rights of the holders of any shares of any classes of preferred shares of the Corporation ranking prior and superior to the Preferred Shares with respect to dividends, the holders of the Preferred Shares in preference to the holders of Common Shares of the Corporation (the "Common Shares"), and any other junior shares, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September, and December in each year (or, in each case, if not a date on which the Corporation is open for business, the next date on which the Corporation is so open) (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Preferred Share or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $11.00, or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common 2 Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares, since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a Preferred Share. In the event the Corporation at any time after February 24, 1988 (the "Rights Declaration Date") (i) declares any dividend on Common Shares payable in Common Shares, (ii) subdivides the outstanding Common Shares, or (iii) combines the outstanding Common Shares into a smaller number of shares (all of which are hereinafter referred to as "Common Share Adjustments"), then in each such case the amount to which holders of the Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event (such fraction is hereinafter referred to as the "Adjustment Number"). (B) The Corporation shall declare a dividend or distribution on the Preferred Shares as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Common Shares); provided that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $11.00 per share on the Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on the outstanding Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Preferred Shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, -2- 3 which record date shall be no more than 30 days prior to the date fixed for the payment thereof. 4.3 VOTING RIGHTS. The holders of the Preferred Shares shall have the following voting rights: (A) Each holder of a Preferred Share shall have one vote on all matters submitted to a vote of the shareholders of the Corporation. (B) Except as otherwise provided herein or by law, the holders of the Preferred Shares and the holders of Common Shares shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation. (C) Except as set forth herein, holders of the Preferred Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for taking any corporate action. 4.4 CERTAIN RESTRICTION. (A) So long as any of the Preferred Shares remain outstanding, no dividend (other than dividends payable in Common Shares ) shall be paid, nor shall any distribution (by purchase, redemption, payment to any sinking fund, or otherwise, other than stock splits) be made, on any of the Common Shares unless all dividends on all outstanding Preferred Shares shall have been paid and full dividends thereon for the then current quarterly dividend period shall have been declared and a sum sufficient for the payment thereof set apart therefor. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of the Corporation unless the Corporation could, under paragraph (A) of this Section 4.4, purchase or otherwise acquire such shares at such time and in such manner. 4.5 REACQUIRED SHARES. Any Preferred Shares purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. Unless otherwise prohibited by the Corporation's Amended Articles of Incorporation, all such shares shall upon their cancellation become authorized but unissued Preferred Shares and may be reissued as part of a new series of Preferred Shares, subject to the conditions and restrictions on issuance set forth herein. -3- 4 4.6 LIQUIDATION, DISSOLUTION, OR WINDING UP. (A) Upon any liquidation (voluntary or otherwise), dissolution, or winding up of the Corporation, no distribution shall be made to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the Preferred Shares unless, prior thereto, the holders of Preferred Shares shall have received $4,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Liquidation Preference"). Following the payment of the full amount of the Liquidation Preference, no additional distributions shall be made to the holders of Preferred Shares unless, prior thereto, the holders of Common Shares shall have received an amount per share (the "Common Payment") equal to the quotient obtained by dividing (i) the Liquidation Preference by (ii) 100 (subject to the provision for adjustment set forth in subparagraph C). Following the payment of the full amount of the Liquidation Preference and the Common Payment in respect of all outstanding Preferred Shares and Common Shares, respectively, holders of Preferred Shares and holders of Common Shares shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of 100 to 1 with respect to such Preferred Shares and Common Shares, on a per share basis, respectively (subject to the provision for adjustment set forth in subparagraph C). (B) In the event there are not sufficient assets available to permit payment in full of the Liquidation Preference and the liquidation preferences on all other classes of preferred shares, if any, which rank on a parity with the Preferred Shares, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event there are not sufficient assets available to permit payment in full of the Common Payment, then such remaining assets shall be distributed ratably to the holders of Common Shares. (C) In the event the Corporation makes any Common Share Adjustments at any time after the Rights Declaration Date, the amount otherwise payable to the holders of the Preferred Shares shall be adjusted by multiplying such amount by the Adjustment Number. 4.7 CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Shares are exchanged for or changed into other shares or securities, cash and/or any other property, then in any such case the Preferred Shares shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 -4- 5 times the aggregate amount of shares, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each Common Share is changed or exchanged. In the event the Corporation makes any Common Share Adjustment at any time after the Rights Declaration Date then the amount set forth in the preceding sentence with respect to the exchange for change of the Preferred Shares shall be adjusted by multiplying such amount by the Adjustment Number. 4.8 REDEMPTION. The Preferred Shares shall not be redeemable. 4.9 RANKING. The Preferred Shares shall rank junior to all other classes of the Corporation's preferred shares as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. 4.10 AMENDMENT. The Amended Articles of Incorporation of the Corporation shall not be further amended in any manner that would materially alter or change the powers, preferences, or special rights of the Preferred Shares so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding Preferred Shares, voting separately as a class. 4.11 FRACTIONAL SHARES. Preferred Shares may be issued in fractions of a share which shall entitle the holder, in proportion to such holder's factional shares, to exercise voting rights, receive dividends, participate in distributions, and to have the benefit of all other rights of holders of Preferred Shares. IN WITNESS WHEREOF, the undersigned have executed this Certificate this 24th day of February, 1988. /s/ Leo W. Ladehoff ---------------------- Leo W. Ladehoff, Chairman of the Board /s/ Thomas G. Amato ---------------------- Thomas G. Amato Secretary -5- EX-4.3 4 EXHIBIT 4.3 1 EXHIBIT 4.3 ----------- AS AMENDED TO JANUARY 1, 1996 AMCAST INDUSTRIAL CORPORATION CODE OF REGULATIONS ------------------- ARTICLE I --------- SECTION 1. The Annual Meeting of the Stockholders of the Corporation for the purposes of electing directors and transacting such other business as may properly come before the meeting shall be held at the principal office of the Corporation or at such other place either within or without the State of Ohio as may be specified in the notice of the meeting, on such date during the fourth or fifth month following the end of each fiscal year of the Corporation as shall be determined by the Board of Directors or, in the absence of such determination, on the third Wednesday of December of each year. SECTION 2. Special meetings may be held at the call of the president or a majority of the Board of Directors. A written or printed notice of each annual or special meeting of stockholders stating the time, place and purpose or purposes thereof shall be given either by personal delivery or by mail to each stockholder of record entitled to notice thereof, not more than sixty (60) days nor less than seven (7) days before any such meeting. SECTION 3. At any Stockholders' Meeting, a majority of the stock must be represented to constitute a quorum for the transaction of business, but less than quorum may adjourn to a future day. SECTION 4. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election as directors of the Corporation may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors or by any committee or person appointed by the Board of Directors or (ii) by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedure set forth in this paragraph. Any nomination other than those governed by clause (i) of the preceding sentence shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 60 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholders to be 2 timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such shareholder's notice to the Secretary shall set forth (a) as to each person whom the shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of any such shares of the Corporation or any subsidiary of the Corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for election for directors pursuant to any then existing rule or regulation promulgated under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice (i) the name and record address of such shareholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such shareholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director. No person shall be eligible for election as a director unless nominated as set forth herein. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. This Section 4 of Article I may not be altered, repealed, amended or superseded, and no amendment to this Code of Regulations which is inconsistent therewith may be adopted without the affirmative vote of holders of record of shares entitling them to exercise at least 80% of the voting power of the Corporation. ARTICLE II ---------- SECTION 1. The business of the Corporation shall be managed by a Board of nine directors, which shall be divided into three classes, each consisting of three directors. A separate election shall be held for each class of directors at any meeting of stockholders at which a member or members of more than one class of directors is being elected. At each annual election, the directors elected to the class whose term shall expire in that year shall hold office for a term of three years and until their respective successors are elected. SECTION 2. The directors shall elect all the officers of the Corporation and fix their salaries. In the event of the occurrence of any vacancy or vacancies in the Board of Directors, -2- 3 however caused, the remaining directors, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any such vacancy for the balance of the unexpired term. SECTION 3. The regular meeting of the Board of Directors for the election of officers shall be held immediately after adjournment of each annual meeting of the stockholders. Other meetings of the Board of Directors shall be held at such time and place as the Board may designate. SECTION 4. The Board of Directors may appoint an Executive Committee of not less than three or more than five of its members, which shall have charge of the business of the Company between the meetings of the Board, and may also appoint from time to time, such other committees, standing or special, as it shall deem best, to consist of not less than three of its members, and may delegate to such committees such powers and authority as the Board shall deem proper, and revoke appointments of such committees or restrict or modify their powers. SECTION 5. A quorum of the Board of Directors at any organization, regular, or special meeting shall consist of a majority of the directors then in office, except that a majority of the directors present at a meeting duly held, whether or not a quorum is present may adjourn the meeting from time to time. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by a majority vote of those present except as in this Code of Regulations otherwise expressly provided. SECTION 6. The affirmative vote of the holders of shares entitling them to exercise at least four-fifths of the voting power of the Corporation entitled to elect directors shall be required to remove all the directors, or all directors of a particular class, or any individual director and to elect directors in place of those removed, provided that unless all directors or all directors of a particular class are removed, no individual director shall be removed if a sufficient number of shares is voted against removal which if voted cumulatively for the election of a director in an election for the entire number of directors of the Corporation, as then fixed pursuant to Section 1 of this Article II, would be sufficient to elect at least one director. SECTION 7. No amendment to the Code of Regulations of the Corporation shall amend, alter, change or repeal the provisions of this Article II, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote of shares entitling them to exercise at least four-fifths of the voting power of the Corporation. -3- 4 ARTICLE III ----------- SECTION 1. The officers of this Corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and, if desired by the Board of Directors, a chairman of the board, who shall be a director, and such other officers and assistants as the Board of Directors may from time to time determine. Any two or more offices may be held by one person, except the offices of president and vice president. SECTION 2. All officers of the Corporation shall be elected by the Board of Directors and shall hold office until the meeting of the Board of Directors following the Annual Meeting of Stockholders or until their successors are elected and qualified. The Board of Directors may remove any officer at any time, with or without cause. The Board of Directors may fill any vacancy in any office occurring from whatever cause. SECTION 3. Each officer and assistant officer shall have such duties, responsibilities, powers and authority as may be prescribed by law or assigned to him by the Board of Directors from time to time. ARTICLE IV ---------- SECTION 1. The Board of Directors may, by resolution, forbid the transfer of stock for a period not exceeding thirty (30) days prior to a meeting of the stockholders or prior to a time when a dividend is payable. ARTICLE V --------- SECTION 1. These regulations may be amended or repealed at any meeting of the Corporation. ARTICLE VI ---------- SECTION 1. The Corporation shall indemnify each person who at any time was or is a director or officer of the Corporation, or was or is serving at the request of the Corporation as a director, trustee, or officer, of another corporation, domestic or foreign, non-profit, partnership, joint venture, trust or other enterprise, against expenses, including attorneys, fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of such service in accordance with and to the full extent then permitted by the law of Ohio. This right of indemnification shall not be deemed exclusive of any other rights to which any -4- 5 person seeking indemnification may be entitled in any capacity under the Articles or the Regulations or any agreement, vote of stockholders or disinterested directors, or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, trustee, or officer, and shall inure to the benefit of the heirs, executors, and administrators of such a person. SECTION 2. The Board of Directors may authorize the purchase and maintenance by the Corporation of (1) insurance of the Corporation against loss caused by the acts of its directors or officers and (2) insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the Corporation as a director, trustee, or officer of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under applicable law. -5- EX-4.4 5 EXHIBIT 4.4 1 EXHIBIT 4.4 ----------- AMCAST INDUSTRIAL CORPORATION ----------------------------- NON-EMPLOYEE DIRECTORS STOCK COMPENSATION PLAN ---------------------------------------------- WHEREAS, the Board of Directors believe that it is beneficial to the Company that directors of the Company have an opportunity to receive payment of their annual retainer in common shares of the Company; NOW, THEREFORE, IT IS RESOLVED that the annual retainer for services as a director of the Company payable to non-employee directors may be paid to such directors in accordance with the following plan: 1. Each non-employee director may elect to have 50% or more of his annual retainer paid in common shares of the Company. 2. A director who elects to have his annual retainer paid in shares shall file a written notice with the Secretary of the Company on or before the January 15 of the year for which such election is being made, specifying the percentage of his annual retainer (but not less than 50%) that he desires to be paid in common shares. Such election shall continue in effect for the year in which the election is made and each succeeding year until written notice of revocation is given by the director to the Secretary of the Company. 3. The closing price of the common shares on January 2 (or the next business day, if January 2 is not a business day) of the year for which the election applies shall be used as the basis for determining the number of shares issuable to the director in payment of his annual retainer. The percentage of the director's annual stipend not paid in shares shall be paid ratably over the year in accordance with the normal payment schedule for director compensation. Certificates for shares issuable in payment of the director's annual retainer shall be issued as soon as possible after December 31 of the particular year to which the shares relate and delivered to the director. 4. The shares that may be issued to directors in payment of the annual retainer may be treasury shares or authorized and unissued shares. EX-5.1 6 EXHIBIT 5.1 1 EXHIBIT 5.1 ----------- THOMPSON HINE & FLORY P.L.L. 2000 COURTHOUSE PLAZA, N.E. P.O. BOX 8801 DAYTON, OHIO 45401-8801 January 4, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Gentlemen: We have acted as counsel to Amcast Industrial Corporation, an Ohio corporation (the "Company"), in connection with the Company's Non-Employee Directors Stock Compensation Plan (the "Plan") and the Company's Registration Statement on Form S-8 being filed with the Securities and Exchange Commission in connection with the Plan. Please be advised that we have examined such proceedings and records of the Company, and have made investigation of such other matters, as in our judgment permits us to render an informed opinion on the matters set forth herein. Based upon the foregoing, it is our opinion that: (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio, with full power to issue and sell its common shares, without par value ("Shares"), pursuant to the Plan; and (ii) The Shares which may be issued or sold under the Plan have been duly authorized and, when issued or sold by the Company pursuant to the Plan, will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Company's Registration Statement on Form S-8 with respect to the Plan and to the use of our firm name, and the statements made with respect to us, appearing under Item 5 of Part II of such Registration Statement. Very truly yours, /s/ Thompson Hine & Flory P.L.L. EX-23.1 7 EXHIBIT 23.1 1 EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT AUDITORS ------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Amcast Industrial Corporation with respect to the Non-Employee Directors Stock Compensation Plan of our report dated October 10, 1995 with respect to the consolidated financial statements and schedule of Amcast Industrial Corporation included in its Annual Report (Form 10-K) for the year ended August 31, 1995, filed with the Securities and Exchange Commission. Dayton, Ohio /s/ ERNST & YOUNG LLP January 9, 1996 EX-24.1 8 EXHIBIT 24.1 1 EXHIBIT 24.1 ------------ POWER OF ATTORNEY ----------------- WHEREAS, Amcast Industrial Corporation, an Ohio corporation (the "Company") intends to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-8 covering 25,000 of its common shares, without par value, that may be issued to non-employee directors of the Company in payment of their annual retainer (the "Registration Statement"); NOW, THEREFORE, the undersigned in his capacity as a director of the Company, hereby appoints John H. Shuey to be his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to execute in his name, place and stead, as aforesaid, the Registration Statement and any post-effective amendment thereto, and any and all other instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission. Said attorney shall have full power and authority to do and perform, in the name and on behalf of the undersigned, in the aforesaid capacity, every act whatsoever necessary or desirable to be done, as fully to all intents and purposes as the undersigned might or could do in person. The undersigned hereby ratifies and approves the acts of said attorney. IN WITNESS WHEREOF, the undersigned has executed this instrument this 13th day of December, 1995. /s/ Ivan W. Gorr /s/ Earl T. O'Loughlin - ------------------------------ ------------------------------ Ivan W. Gorr Earl T. O'Loughlin /s/ Leo W. Ladehoff /s/ R. William Van Sant - ------------------------------ ------------------------------ Leo W. Ladehoff R. William Van Sant /s/ William G. Roth /s/ Peter H. Forster - ------------------------------ ------------------------------ William G. Roth Peter H. Forster /s/ Walter E. Blankley /s/ James K. Baker - ------------------------------ ------------------------------- Walter E. Blankley James K. Baker -----END PRIVACY-ENHANCED MESSAGE-----