SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-K

            (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2001         Commission file number 1-9967

                          AMCAST INDUSTRIAL CORPORATION
             (Exact name of registrant as specified in its charter)

             OHIO                               31-0258080
     --------------------                  --------------------
   (State of Incorporation)           (I.R.S. employer identification no.)

      7887 Washington Village Drive, Dayton, Ohio            45459
    -----------------------------------------------        ---------
       (Address of principal executive offices)            (Zip Code)

                                 (937) 291-7000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

       Securities registered pursuant to Section 12(b) of the Act:


                                            Name of Each Exchange
              Title of Each Class            on Which Registered
              -------------------            -------------------
      Common Shares, without par value      New York Stock Exchange
      Preferred Share Purchase Rights

        Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 and 15(d) of the  Securities  Exchange Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days. Yes  X     No
                                      -----      -----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of  registrant's  knowledge,  in the  definitive  proxy  or in  information
statements  incorporated  by  reference  in  Part  III of this  Form  10K or any
amendment to this Form 10-K.
[ X]

     Aggregate   market  value  of  common  shares,   no  par  value,   held  by
non-affiliates  of the  registrant  (assuming  only  for  the  purposes  of this
computation  that  directors and officers may be  affiliates)  as of October 22,
2001--$46,727,205.

     Number of common shares outstanding, no par value, as of October 22, 2001--
8,576,740 shares.

                       Documents Incorporated by Reference

     Part   III--Portions   of  Proxy   Statement  for  the  Annual  Meeting  of
Shareholders to be held on December 19, 2001, scheduled to be filed November 14,
2001.


<PAGE>




                          Amcast Industrial Corporation

                                Table of Contents





                                                                        Page
                                                                       ------

Item     1.    Business                                                   3

Item     2.    Properties                                                 6

Item     3.    Legal Proceedings                                          7

Item     4.    Submission of Matters to a Vote of Security Holders        7
                  Executive Officers of Registrant                        8

Item     5.    Market for Registrant's Common Equity and
                    Related Stockholder Matters                           9

Item     6.    Selected Financial Data                                   10

Item     7.    Management's Discussion and Analysis of Financial
                    Condition and Results of Operation                   10

Item     8.    Financial Statements and Supplementary Data               19

Item     9.    Changes in and Disagreements with Accountants             40

Item     10.    Directors and Executive Officers of the Registrant       40

Item     11.    Executive Compensation                                   40

Item     12.    Security Ownership of Certain Beneficial
                     Owners and Management                               40

Item     13.    Certain Relationships and Related Transactions           40

Item     14.    Exhibits, Financial Statement Schedules and
                    Reports on Form 10-K                                 40





<PAGE>


                                     PART I

ITEM 1 - BUSINESS

Amcast Industrial Corporation, an Ohio corporation incorporated in 1869, and its
subsidiaries (called collectively  "Amcast" or the "Company") are engaged in the
business of  producing  fabricated  metal  products  and cast and tubular  metal
products  in a  variety  of  shapes,  sizes,  and  metals  for sale to end users
directly,  through sales representatives and distributor  organizations,  and to
original equipment manufacturers.  The Company serves three major sectors of the
economy: automotive,  construction, and industrial. Manufacturing facilities are
located in the United States of America, primarily in the Midwest, and in Italy.

During fiscal 1998, the Company acquired Lee Brass Company, located in Anniston,
Alabama; ceased operations at Flagg Brass, Inc., located in Stowe, Pennsylvania;
and during fiscal 1999,  sold Superior  Valve  Company,  located in  Washington,
Pennsylvania.  See further  discussion in "Flow Control Products" below.  During
fiscal  1997,  the Company  acquired all of the  outstanding  stock of Speedline
S.p.A. and its subsidiaries  (Speedline),  a major European manufacturer located
in Italy, and during fiscal 1998, sold Amcast Precision  Products Inc. in Rancho
Cucamonga,  California.  During fiscal 2001, the Company purchased the remaining
40% share in Casting  Technology  Company  (CTC),  from Izumi  Industries,  LTD,
bringing  total  ownership  to  100%.  See  further  discussion  in  "Engineered
Components" below.

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 and sales by product category
for years 1999 through 2001 appears  under  "Business  Segments" in the Notes to
Consolidated  Financial  Statements,  pages 37-38 herein.  Domestic export sales
were $15.5 million,  $16.1 million,  and $18.0 million in fiscal 2001, 2000, and
1999, respectively.

FLOW CONTROL PRODUCTS

The Flow Control  Products  segment (Flow  Control)  includes the  businesses of
Elkhart Products Corporation  (Elkhart),  Elkhart Industrial (Geneva), Lee Brass
Company (Lee Brass), and Amcast Industrial Ltd. Elkhart produces a complete line
of wrot copper  fittings  for use in  residential,  commercial,  and  industrial
construction  and markets  brass pipe  fittings  and cast and  fabricated  metal
products for sale to original  equipment  manufacturers  in the  transportation,
construction,  air  conditioning  and  refrigeration  industries.  Geneva custom
fabricates copper and aluminum tubular parts. Lee Brass  manufactures cast brass
products for residential, commercial, and industrial plumbing systems as well as
specific cast brass components  unique to the application of original  equipment
manufacturers.  Amcast Industrial Ltd. is the Canadian marketing channel for the
Company's Flow Control segment manufacturing units.

The Flow  Control  Products  segment is a leading  supplier  of copper and brass
fittings for the industrial,  commercial,  and residential construction markets.
These  products are sold through  distributors  and  wholesalers.  Shipments are
primarily  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.  The Company believes that
competition  in this segment is based on a number of factors  including  product
quality, service, delivery, and value.

The Flow  Control  Products  segment is one of three major  suppliers  of copper
fittings to the North American industrial,  commercial, and residential plumbing
markets.  Products  are sold  primarily  through  plumbing  wholesalers,  retail
hardware stores and home centers,  and to original  equipment  manufacturers and
replacement   parts   distributors  in  the  air   conditioning  and  commercial
refrigeration  business.  Competition is based on service levels,  pricing,  and
breadth of  product  offering.  The  Company's  prime  competitors  are  Mueller
Industries,  Inc.,  a  publicly-owned  company  listed  on the  New  York  Stock
Exchange,  and NIBCO Inc., a  privately-held  company  headquartered in Elkhart,
Indiana. Both Mueller Industries, Inc. and NIBCO Inc. may have greater financial
resources than the Company.

On April 9, 1998,  the Company  acquired Lee Brass  Company,  a  privately-owned
company located in Anniston,  Alabama. Lee Brass is a major manufacturer of cast
brass products for residential,  commercial,  and industrial  plumbing  systems.
Following the acquisition of Lee Brass,  the Company  consolidated its two brass
foundry  operations  and ceased  production  at its Flagg Brass plant located in
Stowe,  Pennsylvania.  The  consolidation  plan included the transfer of certain
product  lines to Lee Brass,  the closure of the Flagg Brass  facility,  and the
termination of approximately 100 salaried and hourly personnel.

<PAGE>

On October 16, 1998,  the Company sold Superior  Valve  Company.  This business,
acquired by Amcast in 1986,  produces  specialty valves and related products for
the compressed gas and commercial refrigeration markets.

The  majority  of the  Flow  Control  Products  segment's  business  is based on
customer purchase orders for their current product requirements. Such orders are
filled  from   inventory   positions   maintained  in  the  regional   warehouse
distribution network. In certain situations, longer-term supply arrangements are
in place with major customers.  Such arrangements are of the type that stipulate
a  certain  percentage  of the  customer's  requirements  to be  delivered  at a
specific price over a set period of time.  Such  arrangements  are beneficial to
the  Company  in that they  provide  firm  forecasts  of demand  that  allow for
efficient use of equipment and manpower.

See  Properties  at Item 2 of  this  report  for  information  on the  Company's
facilities that operate in this segment.

ENGINEERED COMPONENTS

The Engineered  Components  segment  produces cast and fabricated metal products
principally for sale to original equipment  manufacturers and tier-one suppliers
in the automotive industry.  The Company's  manufacturing  processes involve the
melting  of  raw   materials  for  casting  into  metal   products   having  the
configuration,  flexibility,  strength,  weight,  and  finish  required  for the
customer's  end use.  The Company  manufactures  products on a  high-volume  and
specialized  basis and its metal  capabilities  include  aluminum and magnesium.
Products  manufactured by the North American  operations of this segment include
aluminum  castings  for  suspension,  air  conditioning  and  anti-lock  braking
systems,  master  cylinders,  differential  carriers,  brake  calipers  and cast
aluminum wheels for use on automobiles  and light trucks.  Delivery is mostly by
truck  from  Amcast  locations   directly  to  customers.   Principal   products
manufactured by Speedline,  in Italy, include aluminum wheels for passenger cars
and trucks.  Speedline also  manufactures  aluminum and magnesium racing wheels,
aftermarket wheels, modular wheels, and hubcaps.

The Engineered  Components segment is not solely dependent on a single customer;
however, a significant portion of the Engineered Components business is directly
or indirectly dependent on the automobile  manufacturing industry. The Company's
net sales to  various  divisions  of  General  Motors  Corporation  were  $127.3
million,  $157.1  million,  and $136.5 million for fiscal 2001,  2000, and 1999,
respectively.  No other  customer  accounted  for more than 10% of  consolidated
sales.

The Engineered  Components segment is a leading supplier of aluminum  automotive
components and aluminum wheels for automotive  original equipment  manufacturers
in  North  America  and  also a  leading  supplier  of  light-alloy  wheels  for
automotive  original  equipment  manufacturers  and aftermarket  applications in
Europe.  Competition  in the  automotive  components  industry  is  global  with
numerous  competitors.   The  basis  of  competition  is  generally  design  and
engineering capability, price, product quality, and delivery.

There are  approximately  25  competitors in the aluminum  automotive  component
business serving the North American market. Principal competitors include Alcoa;
Hayes Lemmerz International,  Inc.; Stahl Specialty Company, a subsidiary of the
Budd Co.; Contech,  a subsidiary of SPX Corporation;  and Citation  Corporation;
some of which have significantly greater financial resources than the Company.

There are  approximately  18 producers of aluminum wheels that service the North
American  market.  The largest of these are Superior  Industries  International,
Inc. and Hayes Lemmerz  International,  Inc. The next tier of suppliers includes
the Company,  Alcoa, and Enkei America Inc. Some of the Company's competitors in
the aluminum wheel business have significantly  greater financial resources than
the Company.

There are approximately 15 competitors in the aluminum and magnesium  automotive
wheel business serving the European market.  Principal competitors include Hayes
Lemmerz  International,  Inc., Ronal, ATS, and Alloy Wheels International (AWI),
some of which  may  have  significantly  greater  financial  resources  than the
Company.

The Company  operates on a "blanket"  order basis and generally  supplies all of
the customer's annual  requirements for a particular part.  Customers issue firm
releases  and  shipping  schedules  each  month  against  their  blanket  orders
depending on their current needs.  As a result,  order backlog varies from month
to month and is not considered firm beyond a 30-day period.

<PAGE>


Effective  March 30,  1998,  the Company  sold Amcast  Precision  Products  Inc.
(Precision),  its Rancho  Cucamonga,  California  casting  operation.  Precision
produced ferrous and  nonferrous castings for the aerospace industry.   This was
Amcast's only operation in the aerospace industry.

See  Properties  at Item 2 of  this  report  for  information  on the  Company's
facilities that operate in this segment.

GENERAL INFORMATION

Aluminum  and  copper,  the  essential  raw  materials  to  the  business,   are
commodity-based  metals  purchased  from worldwide  sources of supply.  Supplier
selection is based upon quality, delivery,  reliability, and price. Availability
of these materials is judged to be adequate. The Company does not anticipate any
material shortage that will alter production schedules during the coming year.

Aluminum  and  copper are basic  commodities  traded in  international  markets.
Changes in aluminum, copper, and brass costs are generally passed through to the
customer. In North America, changes in the cost of aluminum are currently passed
through  to the  customer  based on  various  formulas  as is the  custom in the
automotive industry sector the Company serves. In Europe, changes in the cost of
aluminum  are  currently  passed  through  to  approximately  two-thirds  of the
customers based upon various formulas and through negotiated  contracts with the
remaining customers. Copper and brass cost increases and decreases are generally
passed  through to the  customer in the form of price  changes as  permitted  by
prevailing  market  conditions.  The Company is unable to project  whether these
costs will  increase or decrease in the future.  The  Company's  ability to pass
through any increased  costs to the customer in the future will be determined by
market conditions at that time.

The  Company  owns a number of patents and patent  applications  relating to the
design of its products.  While the Company considers that in the aggregate these
patents are important to operations, it believes that the successful manufacture
and sale of its products  generally  depend more on the Company's  technological
know-how and manufacturing skills.

Capital  expenditures  related to  compliance  with  federal,  state,  and local
environmental  protection  regulations for fiscal 2002 and 2003 are not expected
to  be  material.   Management   believes  that   operating   costs  related  to
environmental  protection  will not have a materially  adverse  effect on future
earnings or the Company's competitive position in the industry.

The Company employed  approximately 4,000, 4,530, and 4,960 associates at August
31, 2001, 2000, and 1999, respectively.

In general,  sales and  production in the  automotive  industry are cyclical and
vary based on the timing of consumer  purchases of vehicles and overall economic
strength. Production schedules can vary significantly from quarter to quarter to
meet customer demands.

      Cautionary Statements Under the Private Securities Reform Act of 1995

Certain statements in this Report, in the Company's press releases,  and in oral
statements  made by or with the approval of an authorized  executive  officer of
the  Company  constitute  "forward-looking  statements"  as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995. These may include
statements  projecting,  forecasting,  or  estimating  Company  performance  and
industry trends. The achievement of the projections,  forecasts, or estimates is
subject to certain risks and uncertainties. Actual results and events may differ
materially from those  projected,  forecasted,  or estimated.  Factors which may
cause  actual  results  to differ  materially  from  those  contemplated  by the
forward-looking  statement include,  among others:  general economic  conditions
less  favorable than expected,  fluctuating  demand in the automotive  industry,
less favorable than expected growth in sales and profit margins in the Company's
product  lines,  increased  competitive  pressures in the  Company's  Engineered
Components  and Flow Control  Products  segments,  effectiveness  of  production
improvement  plans,  inherent  uncertainties  in connection  with  international
operations and foreign currency  fluctuations and labor relations at the Company
and its customers.

<PAGE>


ITEM 2 - PROPERTIES

The  following  table  provides  certain  information  relating to the Company's
principal facilities as of October 22, 2001:

                                 SQUARE
          FACILITY               FOOTAGE                USE
    ------------------           -------        --------------------

Flow Control Products Segment
-----------------------------

Elkhart, Indiana                 222,000    Copper fittings manufacturing plant,
                                            warehouse, storage,sales and general
                                            offices

Fayetteville, Arkansas           107,800    Copper fittings manufacturing plant

Burlington, Ontario, Canada        7,723    Distribution warehouse and  branch
                                            sales office for Flow Control
                                            Products

Anniston, Alabama                425,000    Brass foundry, machining, warehouse
                                            and distribution

Geneva, Indiana                  106,153    Custom fabricated copper and
                                            aluminum Tubular products
                                            manufacturing plant

Engineered Components Segment
-----------------------------

Cedarburg, Wisconsin             149,000    High-volume, aluminum alloy
                                            permanent-mold foundry

Richmond, Indiana                 97,300    High-volume, aluminum alloy
                                            permanent-mold foundry

Franklin, Indiana                183,167    High-volume aluminum, high-pressure
                                            squeeze casting foundry

Fremont, Indiana                 144,500    Cast and machined aluminum
                                            automotive wheel plant

Gas City, Indiana                196,000    Cast and machined aluminum
                                            automotive wheels plant

Wapakoneta, Ohio                 206,000    Cast and assembled aluminum
                                            suspension components plant

Detroit, Michigan                 34,000    Automotive prototype processing and
                                            parts storage for the Fremont plant
                                            and Southfield office

Southfield, Michigan              10,975    Automotive component sales, product
                                            development, and engineering center
                                            offices

Tabina S. Maria di Sala, Italy   257,142    Aluminum passenger car wheels,
                                            aluminum and magnesium wheels for
                                            OEM racing and aftermarket plant


<PAGE>
                                 SQUARE
          FACILITY               FOOTAGE                USE
    ------------------           -------        --------------------

Caselle S. Maria di Sala, Italy    56,855    Light-alloy wheels, aluminum and
                                             magnesium wheels for OEM racing and
                                             aftermarket plant

Bolzano, Italy                    138,244    Aluminum car wheels, truck aluminum
                                             wheels plant

Riese Pio X (TV), Italy            24,291    Aluminum passenger car wheels plant


Corporate
----------

Dayton, Ohio                       16,281    Executive and general offices



The land and building in Burlington, Ontario, are leased under a five-year lease
expiring in 2006.  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 2003.  The  Amcast  Automotive  offices in  Southfield,
Michigan,  are being  leased for five years  expiring in the year 2004,  with an
option for a five-year renewal.  The Amcast Automotive and Fremont plant storage
building  in  Detroit,  Michigan  is leased  until  2004,  with an option  for a
three-year renewal. Five buildings used by Speedline S.r.l. are leased. Three of
the leased buildings are located in Tabina S. Maria di Sala, Italy. One building
of 13,002  square feet and one  building  of 37,221  square feet are both leased
until 2003 and the third  building of 21,670  square feet is leased  until 2002,
with an option  for a  six-year  renewal.  There are two  additional  leases for
Speedline  associates  parking lots renewable from year to year thereafter.  The
Speedline  building located in Caselle S. Maria di Sala, Italy, is leased in two
portions--one  is leased until 2007 and the other is leased until 2006,  with an
option for a six-year renewal.  The land and buildings in Riese Pio X are leased
until 2006. The Bolzano land is leased under a 20-year lease,  expiring in 2019.
All other properties are owned by the Company.

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 2001, total company-wide  productive capacity utilization ranged
from 80% to 89% and averaged 85% of the Company's total capacity.

ITEM 3 - LEGAL PROCEEDINGS

Certain legal matters are described at "Commitments  and  Contingencies"  in the
Notes to Consolidated Financial Statements, pages 31-32 herein.

Allied  Signal,  Inc.  (now  Honeywell  International)  has  brought a superfund
private cost recovery and contribution  action against the Company in the United
States District Court for the Southern District of Ohio, Western Division, which
is captioned  Allied-Signal,  Inc. V. Amcast  Industrial  Corporation  (Case No.
C-3-92-013).  The action involves the Goldcamp  Disposal Site in Ironton,  Ohio.
Honeywell  International  has  taken  the lead in  remediating  the site and has
estimated  that its total  costs  for the  remediation  may  reach $30  million.
Honeywell  International is seeking a contribution from the Company in an amount
equal to 50% of the final  remediation  costs.  A trial in this  proceeding  was
completed  in February  1995.  The trial court  recently  entered a "short form"
opinion on the merits.  The Court stated that the Company is responsible  for 2%
of  Honeywell  International's  past and  future  clean-up  costs,  and that the
Company  is  responsible  for  28% of the  costs  that  Honeywell  International
incurred to place a "cap" on the Goldcamp  Disposal site. The Court also ordered
the  Company to pay  pre-judgment  interest.  Based on the Court's  action,  the
Company  estimates  that its  maximum  liability  associated  with the action is
between $0.5 million and $1.5 million. The Court has not entered a "final" order
and any final  order  could be subject  to  appeal.  The  Company  believes  its
liability is at the low end of this range.

<PAGE>

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


EXECUTIVE OFFICERS OF REGISTRANT

Byron O. Pond,  age 65, has been  President  and Chief  Executive  Officer and a
director of the Company since February 2001.  From 1996 to 1998, Mr. Pond served
as Arvin Industries,  Inc.'s Chairman and CEO and from 1993 to 1996 as President
and CEO. He became Arvin's President and Chief Operating Officer in 1991.

Michael N. Powell,  age 54, has been  President of Amcast Flow Control  Products
Group,   since  May  1996.   From  April  1994  until  May  1996,  he  was  Vice
President/General  Manager of Superior Valve  Company.  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 Senior Vice President for
Mark Controls Corporation in Skokie, Illinois.

Ronald C. DiLiddo, age 56, has been President of Amcast Automotive since October
1999.  From 1998 to 1999,  he was General  Manager of the North  American  Wiper
Systems and Electric  Motor group of Valeo S.A. From 1996 to 1998,  Mr.  DiLiddo
was Vice President of Operations for ITT Industries Inc.'s automotive electrical
systems  group  and from 1994 to 1996,  he was  President  and  Chief  Executive
Officer of Hansford Manufacturing.

Francis J. Drew,  age 56, has been Vice  President-Finance  and Chief  Financial
Officer of the Company  since April 2001.  From 1998 to 2001,  Mr. Drew was Vice
President of The Charter  Group in Grand  Rapids,  Michigan.  Prior to that,  he
served  as  Vice  President  and  CFO  for  Benteler  Automotive   Corporation's
operations in the United States.

Dean Meridew,  age 47, has been Vice  President of North American Wheel Division
since August 1999.  From August 1997 to September  1999, he was Vice  President,
Amcast Europe. From June 1992 to September 1997, he was Division Manager for the
Company's  North  American  wheel  operations.  Prior to that,  Mr.  Meridew was
Operations  Manager and Engineering  Manager within the Company's North American
wheel operations since January 1985.

Luciano Lenotti,  age 56, has been Managing Director of Speedline since November
2000. Mr. Lenotti was General Manager at SKF Industries, a Swedish Company, from
1994 to 2000.  He held the  position of Vice General  Manager of SKF  Industries
from 1987 to 1994. From 1984 to 1987 he held the position of General Manager and
Managing Director of RFT as well as Vice General Manager from 1978 to 1983. From
1972 to 1978 he was in the Human Resources Department of SKF Industries.

Samuel T. Rees, age 55, has been Vice  President,  General Counsel and Secretary
of the Company since September  2001.  Since October 1992, Mr. Rees has been "of
counsel" to Daar & Newman, P.C., a law firm located in Los Angeles,  California.
While in  private  practice,  Mr.  Rees and his law firms have  represented  the
Company, primarily on litigation matters.

James R. Van Wert, Jr., age 43, has been Vice President,  Technology  since June
1997.  Prior to that,  Mr.  Van Wert was with the  Aluminum  Company  of America
(ALCOA), in numerous  capacities.  His last position was Director of Technology,
Forging & Casting, focusing primarily on the automotive industry.

Michael R. Higgins, age 55, has been Treasurer since January 1987.

Mark D. Mishler,  age 43, has been Corporate  Controller  since April 1998. From
April 1995 to April 1998, he was International  Controller for Witco. From April
1991 to April 1995, he was a Divisional Controller for Siemens. Mr. Mishler is a
Certified Public Accountant.

<PAGE>


                                     PART II

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, 2001,  there were 8,576,740 of the Company's common
shares outstanding,  and there were approximately 6,326 shareholders of Amcast's
common stock,  including  shareholders  of record and the Company's  estimate of
beneficial holders.

                                          Range of Stock
                                              Prices
                                ---------------------------------    Dividends
                                     High              Low           Per Share
                                  ---------         ---------        ---------

Fiscal 2001
       ----
               First Quarter     $  14 3/16       $   7 13/16         $ 0.14
               Second Quarter       13 5/16           8 3/4             0.14
               Third Quarter        10 1/16           8 5/8               -
               Fourth Quarter        9 1/4            8 3/16              -

Fiscal 2000
       ----
               First Quarter     $  16            $  12 3/8           $ 0.14
               Second Quarter       17               11 3/4             0.14
               Third Quarter        12 1/8            8                 0.14
               Fourth Quarter       12 1/8            8 3/16            0.14


Certain information  concerning provisions affecting the payment of dividends is
located at "Long-Term Debt and Credit Arrangements" in the Notes to Consolidated
Financial Statements.

<PAGE>
<TABLE>
<CAPTION>
ITEM 6 - SELECTED DATA
($ in thousands except per share amounts)

<S>                                                  <C>           <C>         <C>         <C>         <C>
Financial Data                                           2001         2000        1999        1998        1997
--------------                                        ---------     --------    --------    --------    --------

    Net sales                                        $ 529,373     $610,655    $588,933    $574,414    $387,051
    Operating income (loss)                            (30,390)      21,557      46,110      37,958      27,242
    Operating (loss) income percent                       (5.7)%        3.5%        7.8%        6.6%        7.0%
    Income (loss) before income taxes and
       cumulative effect of accounting change          (49,566)       5,422      31,538      22,975      20,005
    Income (loss) before cumulative effect
       of accounting change                            (37,131)       3,364      19,317      16,765      12,983
    Net income (loss)                                  (37,131)       4,347      19,317       8,177      12,983
    Working capital                                     18,688       54,993      68,955      86,929      26,260
    Total assets                                       458,690      480,386     533,486     563,450     508,918
    Long-term debt                                     170,296      147,273     174,061     217,199     145,304

Per Common Share Data
---------------------                                 ---------     --------    --------    --------    --------
    Income (loss) before cumulative effect
       of accounting change - basic                  $   (4.38)    $   0.38    $   2.11    $   1.82    $   1.50
    Net income (loss) - basic                        $   (4.38)    $   0.49    $   2.11    $   0.89    $   1.50
    Weighted average number of common
       shares outstanding - basic (in thousands)         8,482        8,788       9,144       9,200       8,674

    Income (loss) before cumulative effect
       of accounting change - diluted                $   (4.38)    $   0.38    $   2.11    $   1.81    $   1.48
    Net income (loss) - diluted                      $   (4.38)    $   0.49    $   2.11    $   0.88    $   1.48
    Weighted average number of common
       shares outstanding - diluted (in thousands)       8,482        8,792       9,162       9,250       8,754

    Dividends declared                               $    0.28     $   0.56    $   0.56    $   0.56    $   0.56
    Book value                                       $   13.47     $  18.55    $  19.07    $  17.47    $  17.24

Statistical Data
----------------                                      ---------     --------    --------    --------    --------
    Current ratio                                          1.1          1.4         1.5         1.6         1.1
    Long-term debt as a percent of capital                59.6%        48.6%       50.5%       57.5%       47.9%
    Number of associates                                 4,000        4,530       4,960       4,500       4,040

</TABLE>


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
         ($ in thousands except per share amounts)

Cautionary Statements Under the Private Securities Reform Act of 1995

Certain statements in this Report, in the Company's press releases,  and in oral
statements  made by or with the approval of an authorized  executive  officer of
the  Company  constitute  "forward-looking  statements"  as that term is defined
under the Private  Securities  Litigation  Reform Act of 1995. These may include
statements  projecting,  forecasting,  or  estimating  Company  performance  and
industry trends. The achievement of the projections,  forecasts, or estimates is
subject to certain  risks and  uncertainties  and actual  results and events may
differ materially from those projected,  forecasted, or estimated. Factors which
may cause actual results to differ  materially  from those  contemplated  by the
forward-looking  statement,  include,  among others: general economic conditions
less  favorable  than  expected,  the  ability of the  Company to  negotiate  an
extension of its waivers with its lenders,  fluctuating demand in the automotive
and housing  industry,  less favorable than expected  growth in sales and profit
margins in

<PAGE>

the  Company's  product  lines,  price  pressures  in the  Company's  Engineered
Components  and Flow Control  Products  segments,  effectiveness  of  production
improvement  plans,  inherent  uncertainties  in connection  with  international
operations  and  foreign  currency   fluctuations  and  labor  availability  and
relations  at the  Company  and its  customers.  The  following  discussion  and
analysis  provides  information  which  management  believes  is  relevant to an
understanding of the Company's  consolidated results of operations and financial
condition.  This discussion  should be read in conjunction with the accompanying
consolidated financial statements and notes thereto.

Business Segments

Operating  segments are organized  internally  primarily by the type of products
produced and markets  served,  and in accordance  with SFAS No. 131, the Company
has aggregated  similar operating  segments into two reportable  segments:  Flow
Control Products and Engineered Components. The Flow Control Products segment is
a supplier of copper and brass plumbing fittings for the industrial, commercial,
and residential construction markets, and cast and fabricated metal products for
sale to original equipment  manufacturers in the  transportation,  construction,
air  conditioning,  and  refrigeration  industries.  The  Engineered  Components
segment is a supplier of aluminum wheels and aluminum components,  primarily for
automotive   original   equipment   manufacturers.   During  2001,  the  Company
reevaluated  the  composition of the reportable  segments and  reclassified  one
business from Engineered Components to Flow Control Products. Prior year segment
information was restated to conform to the 2001 presentation.

Acquisitions and Divestitures

During  1999  and  2001 the  Company  completed  transactions  that  impact  the
Company's  financial  results for those years and affect the comparison  between
2001,  2000,  and 1999. In October 1998, the Company sold Superior Valve Company
(Superior)  for $35,604 in cash.  The  transaction  resulted in a pretax gain of
$9,023.  Results for 1999  included  sales for Superior  Valve of  approximately
$4,600 in the Company's Flow Control segment.

Effective  June 5, 2001,  the Company  purchased the remaining 40% share in CTC,
from Izumi Industries, LTD, bringing total ownership to 100%. The purchase price
was approximately  $4,000 of which $2,000 is payable in annual installments over
the next five years.  No  goodwill  was  recognized  from the  transaction.  The
financial  results  of CTC are  included  as part of the  Engineered  Components
segment in the  consolidated  financial  statements  since the  purchase  of the
remaining 40% share.

Unusual Items

In October 2000, the Company  announced that it had hired financial  advisors to
assist  the  Company  in  exploring   strategic   alternatives   for  maximizing
shareholder  value.  This process  included  evaluating the possible sale of the
business, various business combinations,  and several break-up scenarios. During
2001,  the Company  incurred  unusually  high  expenditures  for legal and other
professional fees in conjunction with the strategic  alternative  review.  After
careful consideration,  in early February 2001, the Company's Board of Directors
reached a decision that, even in the currently  weakened market  environment,  a
stronger  pursuit of the Company's  fundamental  strategy  would,  over the long
term,  better  serve the  shareholders  and  concluded  the review of  strategic
alternatives.  At the same time,  the Company's  Board of Directors made several
senior  management  changes that would provide the leadership needed to move the
Company  forward which resulted in additional  expense for severance and related
costs.

Due to operating  losses incurred  during the second quarter,  at March 4, 2001,
the Company was not in compliance with certain non-monetary  covenants under its
credit agreement (the Revolver Agreement). This resulted in a cross violation in
the  Company's  Senior  Note  Agreement  (the  Senior  Notes)  and  the  Casting
Technology  Credit  Agreement  (the CTC  Agreement)  of which  the  Company  had
guaranteed  $14,094.  As more  fully  discussed  under  "Liquidity  and  Capital
Resources",  the  Company has entered  into a new credit  agreement  (the Credit
Agreement),  and at the same time,  received waivers of the covenant  violations
under the Revolver Agreement,  Senior Notes, and the CTC Agreement through April
15, 2002. The Company incurred significant costs related to obtaining the Credit
Agreement and the waivers.

<PAGE>

In the last half of fiscal 2001, the new  management of the Company  initiated a
strategic review of the Company in light of its weak markets and relatively poor
operating  performance.  As a result,  management  decided to dispose of certain
under-utilized  machinery,  tooling and equipment;  to scrap certain slow moving
inventories;   and  to  increase  the   allowance   for  doubtful  and  disputed
receivables.  In addition to establishing  reserves for these items, the unusual
items also included increases in workers compensation and certain other reserves
for previously closed facilities, increases in environmental reserves, and other
accrual  adjustments.  Additionally,  due  to  past  operating  results  at  the
Company's  European  operations,  in  compliance  with  Statement  of  Financial
Accounting  Standards  (SFAS) No.  109.,  the Company  increased  its  valuation
allowance against certain foreign net operating loss carryforwards.

These unusual  items totaled  $26,868  ($20,069,  net of tax). In addition,  the
Company's  share of CTC's  unusual  charges  prior to June 5,  2001,  which  are
included in Other Income and Expense, was $1,267 ($803, net of tax).  Management
of the Company does not anticipate that there will be any significant additional
charges of this nature in the near future.

Results of Operations

Consolidated net sales in 2001 were $529,373,  which  represented a $81,282,  or
13.3%, decrease from 2000.  Consolidated net sales in 2000 were $610,655,  which
represented a $21,722,  or 3.7%,  increase over 1999. The following  table shows
the components of the changes in the Company's consolidated net sales.

                                          2001        2000        1999
                                         ------      ------      ------
Volume                                  (11.8)%       1.9 %      11.8 %
Price and product mix                     0.4 %       6.5 %      (3.6)%
Acquisitions and divestitures             1.3 %      (0.8)%      (6.0)%
Foreign currency exchange rates          (3.2)%      (3.9)%       3.0 %
                                        -------     -------     -------
Total Sales Growth                      (13.3)%       3.7 %       2.5 %
                                        -------     -------     -------

In 2001,  consolidated  net sales  decreased  to  $529,373.  The volume  decline
experienced in 2001 reflects  decreased  automotive  production in North America
during  2001,  auto  manufacturer's  new model  launch  delays in Europe,  and a
slowness in construction markets for a portion of the year. North American light
vehicle  production  was down 9.7% year over year while U.S. light vehicle sales
were down 3.7% during the same  period.  The impact of a favorable  product mix,
primarily at the Company's  European  operations,  helped negate the unfavorable
pricing that resulted from competitive  market pricing issues encountered in the
Flow Control  Products  segment.  The  inclusion  of CTC for the fourth  quarter
increased  sales while a weaker Italian lira caused a decrease in sales from the
prior year. By segment,  Engineered  Components  sales decreased 14.5% primarily
due to low vehicle build in the Company's major North American market while Flow
Control  Products sales decreased 10.1% primarily due to competitive  pricing in
the Company's markets.

In 2000,  consolidated  net sales  increased to $610,655.  Volume growth in 2000
reflects  increased  sales  of  the  Company's   performance-critical   aluminum
components  and European  wheels  partly  offset by a decline in North  American
wheel sales and by lower volumes in the Flow Control Products segment. Favorable
pricing  includes a better  product  mix,  primarily at the  Company's  European
operations, and higher aluminum costs reflected in the sales price of automotive
products.  These gains were  partially  offset by a reduction  in sales from the
sale of Superior and by a weaker Italian lira. By segment, Engineered Components
sales  increased  7.8%  primarily  due to volume gains  related to the increased
aluminum  component  sales while Flow  Control  Products  sales  decreased  5.8%
primarily due to the loss of two significant  customers and decreased sales from
divested operations.

Gross  profit  was  $40,793,  $78,694,  and  $93,025  in 2001,  2000,  and 1999,
respectively.  As a percentage of sales,  gross profit decreased to 7.7% in 2001
from 12.9% in 2000 and 15.8% in 1999.  The  Company's  decision to scrap certain
slow  moving  inventories  resulted  in unusual  items of $5,070  for  inventory
write-offs in 2001. Excluding the unusual items, the gross profit percentage was
8.7% for 2001. In the Flow Control  Products  segment,  pricing  issues were the
primary reason for the decrease in gross profit while  significantly lower sales
volume and a weaker  Italian  lira led to the  decrease  in gross  profit in the
Engineered  Components segment.  During the last half of the year, management of
the  Company  began to focus on  reducing  inventories.  Even though the Company
began to

<PAGE>

experience  a drop in  sales  early in the  year,  inventory  continued  to rise
because production continued at plan levels, reaching a peak at midyear.

Since February, the Company has reduced inventory  significantly;  however, this
had a negative  impact on gross profit due to lost  absorption.  Gross profit of
businesses  in both  segments  also suffered from higher energy costs during the
winter months.

A combination of internal and external factors affected gross profit in 2000. In
the Flow Control  Products  segment,  large volume  losses  associated  with two
customers  at Lee Brass  depressed  gross  profit.  In  addition,  this  segment
experienced sporadic,  intense price competition that prevented the Company from
passing  higher  copper costs on to its  customers.  The flow control  units did
respond  positively to the Company-wide cost reduction program initiated earlier
in the year that partially offset the copper cost and competitive market pricing
issues. In the Engineered Components segment,  reduced sales volumes for certain
aluminum wheel styles,  coupled with high associate  turnover at one wheel plant
during the first half of the year,  had a negative  impact on gross  profit.  In
North America,  the Company  purchased  tooling and reserved capacity to produce
wheels for three vehicles that experienced  less than anticipated  sales volume.
Also negatively  impacting gross profit in 2000 was the  continuation of some of
the operating issues encountered in the previous year. In the last half of 1999,
the Company  experienced higher than expected costs and lower product yields due
to high  turnover of skilled labor in two Indiana wheel plants and to the launch
of new suspension products at the Company's  Wapakoneta,  Ohio plant. The launch
proved to be very  difficult and was  accompanied by high labor  turnover,  high
scrap, low  productivity,  and significant  costs to ensure an adequate customer
supply.  In Europe, a negative  currency  impact,  the inability to pass through
certain  material costs,  and a factory  expansion  temporarily  depressed gross
profit. The cost of aluminum is a significant component of the overall cost of a
wheel. While the aluminum content of selling prices is periodically adjusted for
current  market  conditions,  the purchasing  practices and pricing  formulas of
certain  customers of the Company's  European  operations  prevented the Company
from reacting  quickly enough to the sharp rise in aluminum  prices early in the
year.  Additionally,  the Company  expanded  and  rearranged  one of its Italian
plants to increase output and better balance  production flow.  During this time
period, this facility  experienced very high labor turnover which,  coupled with
the expansion  process,  had a negative  effect on production  and gross profit.
Several  factors  had a  positive  impact  on gross  profit  in 2000.  Effective
September  1,  1999,  the  depreciable   lives  of  certain  assets  of  foreign
subsidiaries  were  changed  based  upon a  study  performed  by an  independent
appraisal  company.  The effect of this change was a reduction  of  depreciation
expense of  approximately  $2,400.  During  2000,  the Company  also changed its
method for  accounting for supplies and spare parts  inventories.  The effect of
this  change,  which is  discussed  more  fully on the  following  page,  was to
increase gross profit in 2000 by approximately $400.

Selling,  general, and administrative (SG&A) expenses were $71,183, $57,137, and
$55,938 in 2001, 2000, and 1999,  respectively.  As a percentage of sales,  SG&A
expenses increased to 13.4% in 2001 compared with 9.4% in 2000 and 9.5% in 1999.
Unusual items recorded in 2001 in SG&A expense  totaled  $20,504.  Excluding the
unusual  items,  SG&A expense was $50,679 or 9.6%. The decrease in SG&A expenses
for 2001 reflects a higher net pension expense  benefit than in 2000,  partially
due  to  a  change  in  the  discount  rate,  lower  legal  costs,  and  reduced
compensation  expense due to the salaried  workforce  reduction that occurred in
the middle of fiscal 2000.

SG&A expense in 2000 includes a net pension expense benefit of $2,546  primarily
as a result of improvement in the defined  benefit pension plan's funded status,
a one-half  percentage point increase in the expected return on plan assets, and
the change to a defined  benefit  cash  balance  pension  plan.  Prior year SG&A
expense  also  includes  the  benefit  of the  reversal  of a  $2,226  liability
resulting  from the  favorable  settlement of a legal claim against the Company.
Previously,  the Company had recorded a liability for a legal claim  asserted by
former employees at its Flagg Brass operations. Due to the terms of a settlement
reached  during 2000 relative to this  obligation,  this  liability was reversed
through a reduction in SG&A expense. SG&A expense was also favorably impacted by
the results of the Company's cost reduction  program initiated at the end of its
second quarter. In early March, the Company implemented an 8% salaried workforce
reduction across all of its North American operations.  At the same time, global
restrictions  were placed on other  controllable  operating  and  administrative
costs.  Higher  commissions,  legal costs, and information  system  expenditures
offset these reductions in SG&A expense.

Prior to acquiring  the  remaining  40%  ownership,  CTC was a joint venture and
financial  results were  recorded  using the equity  method of  accounting.  The
Company's  pretax share of losses from CTC while a joint  venture,  were $3,122,
$3,528,  and  $1,452  in 2001,  2000,  and  1999,  respectively.  As  previously
mentioned,  CTC also recorded  unusual items in 2001,  primarily to increase the
allowancefor  doubtful and disputed  receivables and to write down inventory and
tooling.  Excluding  these unusual  items,  the Company's  pretax share of CTC's
losses was $1,855.  While the demand and capacity issues CTC experienced in 2000
subsided in 2001, there were some carryover  effects in the form of higher costs
and  manufacturing  inefficiencies  early in the year and lower volumes later in
the year that negatively  impacted the results for 2001.  CTC's results for 2000
were severely impacted by a customer's

<PAGE>

extraordinarily high, temporary demand. In the second half of 2000, particularly
the fourth  quarter,  CTC was pushed beyond  capacity and incurred  higher costs
associated with operating in excess of capacity to meet the customer's demand.

Interest  expense was $17,532 in 2001,  $12,929 in 2000, and $13,182 in 1999. As
further discussed under "Liquidity and Capital Resources", interest rates on the
Company's borrowings under the Prior Agreement and the Senior Notes increased in
the last half of fiscal  2001.  The Company  will  continue  with a  substantial
interest burden until lower-cost financing can be put in place.

The effective tax rates for 2001,  2000, and 1999 were 25.1%,  38.0%, and 38.8%,
respectively.  The  effective  tax rate  recorded for fiscal 2001  represents an
income  tax  benefit,  whereas  the  rates  recorded  for  fiscal  2000 and 1999
represents  an income tax expense.  The decrease in the  effective  tax rate for
fiscal 2001 was caused  primarily by the  requirement  to increase the valuation
allowance  against foreign net operating  losses by $3,048 due to past operating
results at the Company's European operations. As of August 31, 2001, the Company
has recorded a valuation  allowance of $13,401,  of which $7,155  relates to the
net operating loss carryforwards  associated with the purchase of the remainging
40%  share  of CTC  and  $6,246  is  associated  with  foreign  operations.  For
additional  information  regarding the provision for income taxes as well as the
difference  between  effective  and  statutory  tax  rates,  see  the  Notes  to
Consolidated Financial Statements.

During 2000, the Company implemented portions of an enterprise resource planning
(ERP)  system  in its  automotive  businesses  in  North  America.  Among  other
features, this system facilitates the tracking and control of supplies and spare
parts  inventories.  To take  advantage  of the  enhanced  tracking  and control
features of the ERP system, the Company capitalized the supplies and spare parts
inventories  at  three   locations,   whereas   previously  the  cost  of  these
manufacturing  supplies was expensed when  purchased.  Management  believed this
change was  preferable  in that it provides for a more  appropriate  matching of
revenues and expenses. The total amount of inventory capitalized and reported as
a  cumulative  effect  of a  change  in  accounting  principle,  retroactive  to
September  1,  1999,  is $983,  net of income  taxes of $602.  The effect of the
change in 2000 was to increase  income  before  cumulative  effect of accounting
change by $248 ($.03 per share).

Management  of the Company  believes the  September 11 terrorist  attack and the
U.S.   retaliation  could  depress  the  Company's  markets  further;   however,
management believes that economic recovery in the Company's market sector should
be no more than six to nine months away.  Despite the anticipated lower level of
economic  activity,  the Company was awarded six new wheel programs with General
Motors in North  America and its first wheel order in North America with Daimler
Chrysler.  The Company has also started up new  business  that will equal 10% of
revenue in Europe and added several  important  pieces of business in suspension
components. In addition, the Company began production of front and rear knuckles
for Saab and Opel in Europe  from two plants in  Indiana.  In fiscal  2002,  the
Company will focus heavily on reducing SG&A spending  overall and lowering total
labor cost.

Flow  Control  Products  Net sales of the Flow  Control  Products  segment  were
$151,216 in 2001,  compared with $168,181 in 2000 and $178,483 in 1999. The Flow
Control Products segment  experienced  strong competitive market pricing in 2001
that,  combined with an unfavorable  product mix,  reduced sales by 8.8%.  Lower
volume  reduced  sales an additional  1.3%.  The Flow Control  Products  segment
recorded $6,229 of unusual items in 2001, primarily to scrap certain slow moving
inventories.  Excluding the unusual items,  Flow Control  Products had operating
income of $11,700  compared with $23,663 in 2000. The impact of the  competitive
pricing  issues and  unfavorable  product mix  significantly  reduced  operating
profit.

The decrease in 2000 is primarily  due to lower sales volume of copper and brass
products  associated  with the loss of two  customers at the Company's Lee Brass
unit and decreased sales from divested  operations.  Annual sales volume for the
two customers was  approximately  $7,900,  and the Company was able to replace a
portion  of those  sales in 2000.  The  lower  volumes  decreased  sales by 7.4%
compared with 1999. While this segment did face sporadic price competition,  the
reduced volume was partially offset by overall  favorable pricing that increased
sales by 1.6%.  Operating  income was $23,663 in 2000  compared  with $31,061 in
1999. Lower volumes and higher material costs decreased  operating income by 10%
each. While price  competition  prevented the Company from passing higher copper
costs on to customers,  current  pricing and  favorable  product mix combined to
increase  operating income by 13.5%. The cost reduction  program  implemented in
March 2000,  combined  with  continuous  improvement  activities  in the plants,
helped to offset the material cost and pricing issues.

Engineered  Components  Net  sales of the  Engineered  Components  segment  were
$378,157 in 2001,  compared  with  $442,474 in 2000 and $410,450 in 1999.  Sales
decreased by 14.5% due to a drop in volume, particularly at the

<PAGE>

Company's  North  American  operations  where the Company is coping with a major
downturn  in U.S.  automotive  production.  The  positive  impact of a favorable
product mix at the Company's European  operations was offset by a weaker Italian
lira in 2001 compared with 2000.  The  Engineered  Components  segment  recorded
$7,768  of  unusual  items,  primarily  to  dispose  of  certain  under-utilized
machinery, tooling, and equipment and to increase the allowance for doubtful and
disputed receivables.  Excluding the unusual items, Engineered Components had an
operating  loss of  $8,915  compared  with  operating  income of $5,243 in 2000.
Significantly  lower sales volume and inventory  absorption  contributed  to the
operating loss in 2001.

The Company's Engineered  Components product sales continued to grow in 2000, as
the global wheel business continues to expand,  win new customers,  and launch a
variety of new wheel styles. The aluminum  components  business also experienced
significant sales growth as their customers fully incorporated new products into
additional  vehicle  platforms.  Sales volume increased 4.8% as sales of control
arms and European wheels were offset by a decline in North American wheels sales
as one customer  experienced lower sales on three vehicles.  Higher pricing,  in
the form of aluminum  cost  pass-throughs  reflected in the selling price of the
Company's  products,  and a favorable  product mix  increased  sales by 3.4% and
5.6%, respectively.  However, a weaker Italian lira in fiscal 2000 compared with
fiscal 1999 reduced sales by 5.6%.  Operating income was $5,243 in 2000 compared
with $15,566 in 1999. The two accounting changes previously  discussed increased
operating income; however,  several factors negatively impacted operating income
during 2000.  Increased costs  associated with the  over-capacity  volume issues
previously  discussed  and  higher   manufacturing-related   spending  decreased
operating  income by over 20%.  Material costs that could not be passed along to
customers under existing price formulas,  primarily at our European  operations,
further reduced  operating income by 28.8%.  Pricing and an unfavorable  product
mix reduced  operating  income by 21.2%.  Also  contributing  to the decrease in
operating  income in 2000 were costs  associated  with high  levels of  employee
turnover   and   the   difficulty   of   obtaining    qualified   labor   in   a
near-full-employment economy.


Liquidity and Capital Resources

Cash provided by  operations  in 2001 was $9,996,  compared with $40,341 in 2000
and $64,770 in 1999. The non-cash  benefits of depreciation,  amortization,  and
other  non-cash  charges  were offset by the net loss for 2001.  Early in fiscal
2001,  inventory levels were increased while sales were declining.  The focus of
new  management  of the Company has been the  management  of working  capital by
collecting accounts receivable and reducing inventories.  However, a significant
amount  of cash  was  used to  reduce  accounts  payable  from  the  high  level
outstanding at August 31, 2000.

Investing  activities used net cash of $28,686 in 2001, compared with $25,802 in
2000 and  $12,656  in 1999.  Capital  expenditures  totaled  $29,719 in 2001 and
$21,535 in 2000,  compared  to $47,360  expended  in 1999.  To support  business
expansion  activities  in previous  years,  investments  were made in  property,
plant, and equipment and in CTC. Capital expenditures decreased significantly in
2001 and 2000 from prior levels, as the Company  turned its focus from expansion
to cost reduction and improving production efficiencies. Capital expenditures in
2001 included  equipment to support and produce  products for new contracts that
have been awarded and to implement new information  systems. At August 31, 2001,
the Company had $6,744 of  commitments  for capital  expenditures  to be made in
2002, primarily for the Engineered Components segment. In 2001, the Company also
used $674 ($2,000 less cash received) to purchase the remaining 40-percent share
in CTC from its joint venture partner Izumi Industries,  LTD. The purchase price
was approximately  $4,000 of which $2,000 is payable in annual installments over
the next five years.  During 2000, the Company resolved several matters with the
former owners of Speedline which,  among other items,  resulted in a purchase by
the Company of 478,240 shares of the Company's  common stock held by Speedline's
former  owners and a net cash payment to the former  owners of $2,500.  Proceeds
from the sale of businesses provided $35,604 in 1999.

Financing activities provided $31,294 of cash in 2001 versus $18,148 and $51,466
of cash  used in 2000  and  1999,  respectively.  Additional  financing  in 2001
included a net increase of $28,343 of long-term  borrowings  under the Company's
Revolver  Agreement  and  $3,806  borrowed  under  lines  of  credit.  Financing
activities  also included  $1,500  received from the sale of treasury shares and
$2,355 used for the payment of dividends.  The Company did not declare dividends
in the last two  quarters of 2001 and due to  financial  losses,  it is unlikely
that the Company  will be in a position to declare any future  dividends  for at
least the immediate future.

 During  1999,  the Company  reduced  total debt by $51,904 and further  reduced
total debt by $18,728 in 2000.  The debt  reductions  were financed in part with
the  proceeds  from  the  Superior  Valve  sale in 1999  and the  proceeds  from
sale-leaseback  transactions  in both 1999 and 2000.  Financing  activities also
included dividend payments of $5,109 and $4,851 and repurchases of the Company's
stock of $1,255 and $4,594 in 2000 and 1999, respectively.

<PAGE>

The Company maintains a Revolver  Agreement that had provided for up to $150,000
in borrowings  through August 2002. Debt covenants under the Revolver  Agreement
required the Company to maintain certain  debt-to-earnings and interest coverage
ratios. Due to operating losses incurred during the second quarter,  at March 4,
2001, the Company was not in compliance with the  debt-to-earnings  and interest
coverage ratios under the Revolver Agreement. This resulted in a cross violation
in the  Company's  Senior Note  Agreement  (the Senior Notes) and the CTC Credit
Agreement  (the CTC  Agreement) of which the Company had  guaranteed  $14,094 at
March 4, 2001. The lenders under the Revolver  Agreement,  and the CTC Agreement
have waived the  financial  covenant  violations  through  April 15,  2002.  The
lenders  under the Senior Notes have waived the  financial  covenant  violations
through  September,  2002.  The  Company  plans to  establish  new  Senior  Note
covenants  during the first half of Fiscal 2002. The Company also has borrowings
outstanding under lines of credit totaling $14,200 with an average interest rate
of 8.5%.  The Company can no longer borrow  additional  funds under the Revolver
Agreement  or the  lines of  credit  and the  lenders  now  have a  subordinated
security  interest in the assets of the Company's U.S.  subsidiaries and certain
stock of the  foreign  subsidiaries.  Interest  rates for  borrowings  under the
Revolver Agreement  increased to prime plus 2% and the Senior Notes increased to
9.09%, plus an additional 1% for payment in kind.

On June 5, 2001,  the Company  entered into a new credit  agreement  (the Credit
Agreement),  which provides for the ability to make new borrowings  initially up
to $15,000,  increasing  in stages to a maximum of $35,000  based on the Company
meeting certain conditions.  Borrowings are limited to specified  percentages of
eligible  receivables,  inventories,  and property and equipment.  At August 31,
2001,  the Company  had a maximum  borrowing  capacity  of  $30,000.  The Credit
Agreement  matures on April 15, 2002.  Among other things,  the Credit Agreement
requires  the  Company  to  grant  a first  priority  security  interest  in the
Company's  U.S.  assets  including,  all  real  property,  accounts  receivable,
inventory,  machinery and equipment, as well as a subordinated security interest
to lenders under the Revolver  Agreement and Senior  Notes.  Interest  rates for
borrowings under the Credit Agreement are prime plus 4%.

Subsequent to August 31, 2001, the Company amended the Revolver Agreement.  This
amendment extended the Revolver Agreement through September 2002 and established
new financial covenants with it's lenders in which the Company must, among other
things,  maintain  quarterly levels of total  liabilities to tangible net worth,
free cash flow, EBITDA, and meet scheduled debt repayments. The maximum level of
total  liabilities  to  tangible  net worth is not to exceed 6.4 at  December 2,
2001, 7.0 at March 3, 2002, 6.8 at June 2, 2002, and 6.5 at August 31, 2002. The
minimum  level of free cash flow is to be $8,100 at December 2, 2001,  $6,100 at
March 3, 2002,  $20,900  at June 2, 2002,  and  $31,200 at August 31,  2002.  In
addition,  the Company must make scheduled debt  reductions  (which are included
with the current portion of long-term debt) of $5,000, $6,500, and $5,000 at the
end of the first,  third, and fourth quarters of fiscal 2002,  respectively.  If
these minimum levels are not maintained, any outstanding balances become payable
upon demand by the Company's lenders.  Based on the Company's  forcasted ability
to comply with the revised debt covenants, it continues to classify debt as long
term.  The  Credit  Agreement  and  CTC  Agreement  also  include  a  subjective
acceleration clause whereby the lenders can declare an event of default upon any
material  adverse  change as defined by the lenders.  At August 31, 2001,  there
were no  borrowings  outstanding  under the Credit  Agreement  and  $13,356  was
outstanding under the CTC Agreement.

In order to meet the new  financial  covenants,  the  Company  needs to  achieve
operating  results  substantially  consistent with its 2002 operating plan. This
plan calls for 2002 sales to be slightly  higher than in 2001. The Company plans
to reduce cost of goods sold through  improved  plant  efficiencies,  decreasing
inventories,  higher  productivity,  and lower scrap.  In addition,  the Company
plans to reduce selling,  general and administrative  expenses primarily through
reductions  in personnel  and  employee  benefit  costs,  and other cost savings
programs.

In  consideration  for the Credit  Agreement  and waiver of covenant  violations
under the Revolver  Agreement and Senior Notes,  the Company granted warrants to
purchase  455,220  shares of the Company's  common stock at a purchase  price of
$8.80 per share.  The warrants are  immediately  exercisable  and expire June 3,
2005.  If the maturity  date of the Revolver  Agreement is extended to September
2003, warrants for the purchase of an additional 255,000 shares will be issued.

The CTC Agreement  provided for borrowings under a revolving credit facility and
a term loan.  At August 31,  2001,  $4,500 was  outstanding  on the revolver and
$8,856 was  outstanding on the term loan, both with interest rates at prime plus
2%. CTC subsequently entered into a new credit facility, effective September 18,
2001, that provides for up to $15,356 in borrowings with interest rates at prime
or LIBOR plus 2.25%.  The revolver  portion matures  September 2002 and the term
loan matures August 2003.

<PAGE>

The Senior Notes originally  required periodic  principal  payments beginning in
November 2002 through  November  2005.  The maturity date of the Senior Notes is
now November 2003. If the maturity date of the Revolver Agreement is extended to
September  2003,  the  principal  payment  under the  Senior  Notes  that is due
November 2002, will be extended to November 2003.

The  Company's  foreign  operations  have  short-term  lines of credit  totaling
approximately  $17,274 that are subject to annual  review by the lending  banks.
Amounts  outstanding under these lines of credit are payable on demand and total
$2,741 as of August 31, 2001.

The ratio of long-term debt as a percent of capital increased to 59.6% at August
31, 2001 from 48.6% at August 31,  2000.  Book value per common  share at August
31, 2001 was $13.47,  down from $18.55 at August 31, 2000. One million preferred
shares and  approximately 5.8 million common shares are authorized and available
for future  issuance.  On December  17,  1998,  the Company  announced a plan to
repurchase  up to 750,000 of its  outstanding  common  shares.  As of August 31,
2001, 350,000 shares have been repurchased under this plan at an average cost of
$15.53 per share. The Company currently has 8,576,740 common shares outstanding.
Management  believes  the Company has adequate  financial  resources to meet its
future needs.

Contingencies  The Company,  as is normal for the industry in which it operates,
is involved in certain legal  proceedings and subject to certain claims and site
investigations  that arise under the environmental  laws and which have not been
finally adjudicated. To the extent possible, with the information available, the
Company  regularly  evaluates its  responsibility  with respect to environmental
proceedings.  The factors considered in this evaluation are more fully described
in  the  Commitments  and  Contingencies  note  to  the  consolidated  financial
statements.  At August 31, 2001,  the Company had reserves of $2,855 accrued for
environmental liabilities.  Based upon the contracts and agreements with regards
to two environmental  matters,  the Company believes it is entitled to indemnity
for remediation  costs at two sites and believes it is probable that the Company
can recover a  substantial  portion of the costs.  Accordingly,  the Company has
recorded  receivables  of $1,115 related to  anticipated  recoveries  from third
parties.

Allied-Signal Inc. (now Honeywell) brought an action against the Company seeking
a contribution  from the Company equal to 50% of Honeywell's  estimated  $30,000
remediation  cost  in  connection  with a site in  southern  Ohio.  The  Company
believes its responsibility with respect to this site is very limited due to the
nature of the  foundry  sand  waste it  disposed  of at the site.  The court has
rendered its decision on this case; however, the exact amount of the verdict has
not yet been determined by the court. The amount will be significantly less than
the amount  sought by the  plaintiff  and the Company  estimates  its  liability
associated with the action to be between $500 and $1,500.  The Company  believes
its liability is at the low end of this range.

The Company is of the  opinion  that,  in light of its  existing  reserves,  its
liability  in  connection  with  environmental  proceedings  should  not  have a
material adverse effect on its financial  condition,  results of operations,  or
cash flows.  The Company is presently  unaware of the existence of any potential
material  environmental  costs  that are  likely  to occur  in  connection  with
disposition of any of its property.


Impact of Recently Issued Accounting Standards

New accounting  standards adopted during 2001 include SFAS No. 133,  "Accounting
for Derivative  Instruments and Hedging Activities," as amended by SFAS Nos. 137
and 138, which  establishes a  comprehensive  standard for the  recognition  and
measurement of derivatives  and hedging  activities.  The new standard  requires
that all  derivatives be recognized as assets or liabilities in the statement of
financial position and be measured at fair value. Gains or losses resulting from
changes in fair value are required to be recognized in current  earnings  unless
specific hedge criteria are met. Special  accounting  allows for gains or losses
on  qualifying  derivatives  to offset gains or losses on the hedged item in the
statement of income and requires formal  documentation  of the  effectiveness of
transactions  that receive hedge  accounting.  The adoption of this standard did
not have a material effect on the Company's  consolidated results of operations,
financial position, or cash flows.

The Company also adopted the  provisions of Securities  and Exchange  Commission
Staff  Accounting   Bulletin  (SAB)  101,  "Revenue   Recognition  in  Financial
Statements,"  which  provides  guidance on the  recognition,  presentation,  and
disclosure of revenue in financial  statements.  The adoption of SAB 101 did not
have a material effect on the Company's consolidated results of operations.

<PAGE>

New accounting  standards issued include SFAS No. 141,  "Business  Combinations"
and  SFAS No.  142,  "Goodwill  and  Other  Intangible  Assets."  SFAS  No.  141
discontinues  the use of the pooling of interest  method and  requires  that the
purchase  method of accounting be used for all business  combinations  initiated
after June 30, 2001.  The new standard also specifies  criteria that  intangible
assets acquired in a business  combination must meet to be recognized apart from
goodwill.  SFAS No. 142 requires  that  goodwill and certain  intangible  assets
(deemed to have indefinite lives) no longer be amortized,  but instead be tested
for impairment,  at least on an annual basis, and written down in the periods in
which the  recorded  amount is greater  than the fair  value.  Other  intangible
assets will  continue to be  amortized  over their useful lives and reviewed for
impairment  in  accordance  with  SFAS No.  121.  These  standards  only  permit
prospective application;  therefore, adoption of these standards will not affect
previously  reported  financial  information.  SFAS Nos. 141 and 142 will become
effective  for the Company in the first  quarter of fiscal  2003;  however,  the
Company is evaluating early adoption as of September 1, 2001.

The Company will evaluate its existing  intangible assets and goodwill that were
acquired in prior business combinations and, upon adoption of the new standards,
make any necessary  reclassifications  in order to conform with the new criteria
for  recognition  apart  from  goodwill.  If early  adopted, the Company will be
required to perform initial  impairment  tests of goodwill and indefinite  lived
intangible  assets during 2002. Any  impairment  loss will be measured as of the
date of adoption and recognized as a cumulative effect of a change in accounting
principle as of the beginning of fiscal 2002.  Because of the  extensive  effort
needed to comply with adopting SFAS No. 142, as of the date of this report,  the
Company cannot estimate the entire impact adopting the standard will have on the
Company's consolidated results of operations, financial position, or cash flows;
however  amortization expense of $ 1,354 related to goodwill would be eliminated
in 2002.  The adoption of SFAS No. 141 should not have a material  effect on the
Company's consolidated results of operations, financial position, or cash flows.

SFAS No. 143,  "Accounting for Asset Retirement  Obligations,"  and SFAS No. 144
"Accounting  for  Impairment or Disposal of Long-Lived  Assets" were also issued
SFAS No. 143  addresses  the  financial  accounting  and  reporting  for certain
obligations associated with the retirement of tangible long-lived assets and the
related  retirement costs.  SFAS No. 144 addresses the financial  accounting and
reporting for the impairment of long-lived  assets and supercedes  SFAS No. 121.
Both standards will become effective for the Company in fiscal 2003. The Company
has not determined the effect of these new standards.

Market Risks
The Company is exposed to market risk from changes in foreign currency  exchange
rates  and  interest  rates as part of its  normal  operations.  To  manage  the
volatility  relating to these  exposures on a  consolidated  basis,  the Company
takes  advantage of natural  offsets.  The Company has estimated its market risk
exposures using sensitivity analyses assuming a 10% change in market rates.

Foreign Currency Exchange Rate Risk Due to its foreign  operations,  the Company
has  assets,  liabilities,  and cash  flows in  currencies  other  than the U.S.
dollar.  The Company  minimizes  the impact of foreign  currency  exchange  rate
fluctuations on its Italian net investment  with debt borrowings  denominated in
Italian lira.  Fluctuations in foreign  currency  exchange rates also impact the
dollar value of non-U.S.  cash flows.  To  illustrate  the  potential  impact of
changes in foreign currency exchange rates on the dollar value of non-U.S.  cash
flows, a hypothetical 10% change in the average exchange rates for 2001 and 2000
would change income before taxes by approximately $800 and $700, respectively.

The  Company's  Italian  operations  also attempt to balance asset and liability
positions that are denominated in non-functional currencies,  primarily the U.S.
dollar, Japanese yen, and British pound sterling.  During 2001 and 2000, the net
exposure averaged approximately $3,800 and $1,700,  respectively. A hypothetical
10% change in the average  exchange  rates would change the exposure by $380 for
2001 and by $200 for 2000,  respectively,  and that change would be reflected in
the operating  results of the Company.  The analysis assumes a parallel shift in
currency  exchange  rates,  relative to the Italian lira.  Exchange rates rarely
move in the same direction, and the assumption that the exchange rates change in
parallel  may  overstate  the  impact  of the  foreign  currency  exchange  rate
fluctuations.  The increase in net exposure  between  years is primarily  due to
unfavorable Italian lira exchange rates.

Interest  Rate Risk To manage its  exposure  to changes in interest  rates,  the
Company uses both fixed and variable rate debt. At August 31, 2001 and 2000, the
Company had approximately  $146,200 and $98,600 of debt obligations  outstanding
with variable interest rates with a weighted-average  effective interest rate of
8.3% and 6.6%, respectively. A hypothetical 10% change in the effective interest
rate for these borrowings,  using the outstanding debt levels at August 31, 2001
and 2000,  would  change  interest  expense  by  approximately  $1,200  and $700
respectively.  The increase in interest rate exposure is primarily due to higher
effective interest rates.

<PAGE>


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Amcast Industrial Corporation Statement of Internal Control

The  management of Amcast  Industrial  Corporation  has the  responsibility  for
preparing the  accompanying  financial  statements  and for their  integrity and
objectivity. In fulfilling this responsibility,  management maintains accounting
systems and related controls.  These controls provide reasonable  assurance,  at
appropriate costs, that assets are safeguarded against losses and that financial
records are reliable for use in preparing financial statements.  The systems are
enhanced by written policies, an organizational  structure providing division of
responsibilities,  careful  selection  and training of qualified  people,  and a
program  of  financial,  operational,  and  systems  review  coordinated  by the
internal auditor and by management. Management recognizes its responsibility for
conducting the Company's  affairs according to the highest standards of personal
and corporate conduct.  This  responsibility is characterized by and included in
key policy  statements.  Management  maintains  a  systematic  program to assess
compliance with these policies.

The  Company's  financial  statements  have been  audited  by Ernst & Young LLP,
independent auditors elected by the shareholders.  Management has made available
to Ernst & Young LLP all the  Company's  financial  records and related data, as
well as the  minutes of  shareholders'  and  directors'  meetings.  Furthermore,
management  believes that all  representations  made to Ernst & Young LLP during
their audit were valid and appropriate.

The  Audit  Committee  of the Board of  Directors,  composed  solely of  outside
directors,  meets  with  the  independent  auditors,  management,  and  internal
auditors  periodically  to review  their work and ensure that they are  properly
discharging their  responsibilities.  The independent auditors and the Company's
internal auditor have free access to this committee, without management present,
to discuss the results of their audit work and their  opinion on the adequacy of
internal financial controls and the quality of financial reporting.


/s/Byron O. Pond          /s/Francis J. Drew                /s/Mark D. Mishler
----------------          ------------------                ------------------
Byron O. Pond             Francis J. Drew                   Mark D. Mishler
President and Chief       Vice President, Finance and       Controller
Executive Officer         Chief Financial Officer


Report of Ernst & Young LLP, Independent Auditors

Shareholders and Board of Directors
Amcast Industrial Corporation, Dayton, Ohio

We have audited the accompanying  consolidated statements of financial condition
of Amcast  Industrial  Corporation  and  subsidiaries  as of August 31, 2001 and
2000, and the related  consolidated  statements of income,  shareholders' equity
and cash flows for each of the three years in the period  ended August 31, 2001.
Our audits also included the financial statement schedule listed in the Index at
item 14 (a). These financial  statements and schedule are the  responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated financial position of Amcast Industrial
Corporation and  subsidiaries at August 31, 2001 and 2000, and the  consolidated
results of their  operations and their cash flows for each of the three years in
the period ended August 31,  2001,  in  conformity  with  accounting  principles
generally  accepted in the United  States.  Also,  in our  opinion,  the related
financial statement schedule, when considered in relation to the basic financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.

As discussed in the summary of accounting  policies,  in fiscal 2000 the Company
changed its method of accounting for supplies and spare parts inventory.

/s/Ernst and Young, LLP
-----------------------
Ernst and Young, LLP

Dayton, Ohio
OCTOBER  15,  2001,  except  for the note  entitled  "Long-Term  Debt and Credit
Arrangements" as to which the date is November 12, 2001.



<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share amounts)

                                                                                   Year Ended August 31
                                                                                 ------------------------

<S>                                                                    <C>                <C>                 <C>
                                                                          2001               2000                1999
                                                                         ------             ------              ------
Net sales                                                              $529,373           $610,655            $588,933
Cost of sales                                                           488,580            531,961             495,908
                                                                       --------           --------            --------
                             Gross Profit                                40,793             78,694              93,025

Selling, general and administrative expenses                             71,183             57,137              55,938
Gain on sale of businesses                                                    -                  -              (9,023)
                                                                       --------           --------            --------
                             Operating (Loss) Income                    (30,390)            21,557              46,110

Equity in loss of joint venture and other expense                         1,644              3,206               1,390
Interest expense                                                         17,532             12,929              13,182
                                                                       --------           --------            --------
                             (Loss) Income before Income Taxes and
                          Cumulative Effect of Accounting Change        (49,566)             5,422              31,538

Income taxes                                                            (12,435)             2,058              12,221
                                                                       --------           --------            --------
                             (Loss) Income before Cumulative Effect
                             of Accounting Change                       (37,131)             3,364              19,317

Cumulative effect of accounting change, net of tax                            -                983                   -
                                                                       --------           --------            --------
                             Net (Loss) Income                         $(37,131)           $ 4,347            $ 19,317
                                                                       ========           ========            ========

Basic Earnings per Share
(Loss) income before cumulative effect of
   accounting change                                                    $ (4.38)            $ 0.38              $ 2.11

Cumulative effect of accounting change                                        -               0.11                   -
                                                                       --------           --------            --------
Net (loss) income                                                       $ (4.38)            $ 0.49              $ 2.11
                                                                       ========           ========            ========

Diluted Earnings per Share
(Loss) income before cumulative effect of
   accounting change                                                    $ (4.38)            $ 0.38              $ 2.11

Cumulative effect of accounting change                                        -               0.11                   -
                                                                       --------           --------            --------
Net (loss) income                                                       $ (4.38)            $ 0.49              $ 2.11
                                                                       ========           ========            ========

See notes to consolidated financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
($ in thousands)
                                                                                 August 31
<S>                                                                     <C>               <C>
                                                                          2001              2000
ASSETS                                                                   ------            ------
Current Assets
    Cash and cash equivalents                                          $ 14,981           $ 3,062
    Accounts receivable                                                  64,408            85,041
    Inventories                                                          58,193            77,512
    Other current assets                                                 13,846            16,304
                                                                       --------          --------
                   Total Current Assets                                 151,428           181,919

Property, Plant, and Equipment
    Land                                                                  8,816             8,383
    Buildings                                                            67,902            60,140
    Machinery and equipment                                             342,918           315,387
    Construction in progress                                             25,804            12,130
                                                                       --------          --------
                                                                        445,440           396,040
    Less accumulated depreciation                                       203,148           169,183
                                                                       --------          --------
                         Net Property, Plant, and Equipment             242,292           226,857

Goodwill                                                                 48,353            49,707
Other Assets                                                             16,617            21,903
                                                                       --------          --------
                         Total Assets                                 $ 458,690         $ 480,386
                                                                       ========          ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
    Short-term debt                                                     $ 7,311           $ 1,584
    Current portion of long-term debt                                    21,383             3,044
    Accounts payable                                                     66,032            84,285
    Compensation and related items                                       21,713            20,403
    Accrued expenses                                                     16,301            17,610
                                                                       --------          --------
                        Total Current Liabilities                       132,740           126,926

Long-Term Debt - less current portion                                   170,296           147,273
Deferred Income Taxes                                                    15,272            31,275
Deferred Liabilities                                                     24,870            18,958

Shareholders' Equity
    Preferred shares, without par value:
       Authorized - 1,000,000 shares; Issued - None                          -                 -
    Common shares, at stated value
       Authorized - 15,000,000 shares
       Issued - 9,227,600 shares                                          9,228             9,228
    Capital in excess of stated value                                    72,419            70,981
    Accumulated other comprehensive losses                               (5,903)           (1,900)
    Retained earnings                                                    47,403            87,287
    Cost of 650,860 and 821,996 common shares in treasury, respectively  (7,635)           (9,642)
                                                                       --------          --------
                        Total Shareholders' Equity                      115,512           155,954
                                                                       --------          --------
                        Total Liabilities and Shareholders' Equity    $ 458,690         $ 480,386
                                                                       ========          ========
See notes to consolidated financial statements
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
($ in thousands, except per share amounts)

                                                                         Accumulated
                                                          Capital in        Other
                                               Common     Excess of     Comprehensive  Retained      Treasury
                                               Shares    Stated Value      Losses      Earnings       Stock        Total
                                              --------     --------       --------     --------      --------     --------
<S>                                           <C>          <C>           <C>            <C>         <C>            <C>
Balance at August 31, 1998                    $ 9,207     $ 78,964        $ (945)      $ 73,588         $ -       $160,814

     Net income                                     -            -             -         19,317           -         19,317
     Foreign currency translation                   -            -           169              -           -            169
     Minimum pension liability,
        net of tax benefit of $148                  -            -          (242)             -           -           (242)
                                                                                                                  --------
         Total comprehensive income                                                                                 19,244


     Cash dividends declared, $.56 per share        -            -             -         (5,109)          -         (5,109)
     Purchase treasury stock                        -            -             -              -      (4,594)        (4,594)
     Stock options exercised                        2           34             -              -           -             36
     Stock awards                                   -           22             -              -         353            375
                                              --------     --------       --------     --------      --------     --------

Balance at August 31, 1999                      9,209       79,020        (1,018)        87,796      (4,241)       170,766




     Net income                                     -            -             -          4,347           -          4,347
     Foreign currency translation                   -            -        (1,124)             -           -         (1,124)
     Minimum pension liability,
       net of tax benefit of $148                   -            -           242              -           -            242
                                                                                                                  --------
         Total comprehensive income                                                                                  3,465


     Cash dividends declared, $.56 per share        -            -             -         (4,851)          -         (4,851)
     Price adjustment for stock
       issued for acquisition                       -       (8,196)            -              -           -         (8,196)
     Purchase treasury stock                        -            -             -              -      (5,559)        (5,559)
     Stock options exercised                       19          179             -              -           -            198
     Issue treasury stock - Directors               -            -             -              -         131            131
     Restricted stock awards                        -          (22)            -             (5)         27              -
                                              --------     --------       --------     --------      --------     --------

Balance at August 31, 2000                      9,228       70,981        (1,900)        87,287      (9,642)       155,954




     Net loss                                       -            -             -        (37,131)          -        (37,131)
     Foreign currency translation                   -            -        (4,003)             -           -         (4,003)
                                                                                                                   --------
         Total comprehensive loss                                                                                  (41,134)


     Cash dividends declared, $.28 per share        -            -             -         (2,355)          -         (2,355)
     Sale of treasury stock                         -            -             -           (380)      1,880          1,500
     Issue treasury stock - Directors               -                          -            (18)        127            109
     Issue stock warrants                           -        1,438             -              -           -          1,438
                                              --------     --------       --------     --------      --------     --------

Balance at August 31, 2001                    $ 9,228     $ 72,419      $ (5,903)      $ 47,403    $ (7,635)      $115,512
                                              ========    ========       =========     =========   =========     ==========

See notes to consolidated financial statements

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)

                                                                                 Year Ended August 31,
                                                                               ------------------------
                                                                          2001           2000          1999
                                                                         ------         ------        ------
<S>                                                                   <C>              <C>          <C>
Operating Activities
      Net income (loss)                                               $ (37,131)       $ 4,347      $ 19,317
      Depreciation and amortization                                      33,902         32,999        31,346
      Cumulative effect of accounting change                                  -           (983)            -
      Issuance of stock warrants                                          1,438              -             -
      Gain on sale of businesses                                              -              -        (9,023)
      Loss on asset dispositions                                          3,995              -             -
      Deferred liabilities                                               (1,328)        (5,966)        4,634

      Changes in assets and liabilities, net of acquisitions
           Accounts receivable                                           17,333         (1,470)        7,581
           Inventories                                                   21,174         (3,137)       (5,686)
           Other current assets                                         (11,601)         3,742        (1,421)
           Accounts payable                                             (20,783)         7,381        14,445
           Accrued liabilities                                            3,286           (740)        2,156
           Other                                                           (289)         4,168         1,421
                                                                        --------       --------      --------
                  Net Cash Provided by Operations                         9,996         40,341        64,770

Investing Activities

      Additions to property, plant, and equipment                       (29,719)       (21,535)      (47,360)
      Settlement related to business acquisition                              -         (2,500)            -
      Acquisitions, net of cash acquired                                   (674)             -        (1,200)
      Proceeds from sale of businesses                                        -              -        35,604
      Other                                                               1,707         (1,767)          300
                                                                        --------       --------      --------
                  Net Cash Used by Investing Activities                 (28,686)       (25,802)      (12,656)

Financing Activities
      Additions to long-term debt                                       108,570         74,560        36,154
      Reduction in long-term debt                                       (80,227)      (106,857)      (66,993)
      Short-term borrowings                                               3,806         13,569       (21,065)
      Sale (purchase) of treasury stock                                   1,500         (1,255)       (4,594)
      Proceeds from sale leaseback                                            -          6,488        10,105
      Dividends                                                          (2,355)        (4,851)       (5,109)
      Other                                                                   -            198            36
                                                                        --------       --------      --------
                  Net Cash Provided (Used) by Financing Activities       31,294        (18,148)      (51,466)

Effect of exchange rate changes on cash                                    (685)          (257)         (742)

Net change in cash and cash equivalents                                  11,919         (3,866)          (94)
Cash and cash equivalents at beginning of year                            3,062          6,928         7,022
                                                                        --------       --------      --------
                  Cash and Cash Equivalents at End of Year             $ 14,981        $ 3,062       $ 6,928
                                                                        ========       ========      ========
Supplemental disclosure of non-cash investing and financing activities:

Issuance of stock warrants                                             $ (1,438)       $             $
                                                                        ========       ========      ========
Purchase price settlement related to business acquisition:
      Disposition of common stock price protection liability           $               $(8,196)      $
      Acquisition of treasury shares                                                    (4,304)
      Less reduction in original purchase price                                         10,000
                                                                        --------       --------      --------
                                                                       $               $(2,500)      $
                                                                        ========       ========      ========

See notes to consolidated financial statements


</TABLE>


<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($ in thousands except per share amounts)

ACCOUNTING POLICIES
The consolidated  financial statements include the accounts of Amcast Industrial
Corporation   and  its  domestic  and  foreign   subsidiaries   (the   Company).
Intercompany  accounts and transactions  have been eliminated.  Prior to June 5,
2001,  the Company's  investment in Casting  Technology  Company  (CTC), a joint
venture,  was included in the  accompanying  consolidated  financial  statements
using the equity method of accounting (see  Acquisitions and Divestitures).  The
Company's  investment  in CTC was $7,266 at August 31, 2000 and was  included in
Other Assets.  Operations of the Company's European subsidiaries are included in
the consolidated  financial statements for periods ending one month prior to the
Company's  fiscal  year  end  in  order  to  ensure  timely  preparation  of the
consolidated financial statements.

For foreign subsidiaries, the local foreign currency is the functional currency.
Assets and liabilities are translated into U.S.  dollars at the rate of exchange
existing at year-end.  Translation  gains and losses are included as a component
of shareholders' equity and comprehensive  income.  Income statement amounts are
translated at the average monthly exchange rates.  Transaction  gains and losses
are included in the statement of income and were not material.

Revenue  is  recognized  at  the  time  products  are  shipped  to  unaffiliated
customers, legal title has passed and all significant contractual obligations of
the Company have been satisfied.

Cash and cash equivalents include amounts on deposit with financial institutions
and investments with original maturities of 90 days or less.

Accounts receivable are stated net of allowances for doubtful accounts of $2,506
and $1,711 at August 31, 2001 and 2000, respectively.  The Company held accounts
receivable of $2,938 from CTC at August 31, 2000.

Inventories  are  valued  at the  lower of cost or  market  using  the  last-in,
first-out (LIFO) and the first-in,  first-out (FIFO) methods.  During 2000, as a
result of a new enterprise  resource planning (ERP) system  implementation,  the
Company  began  capitalizing  the cost of supplies and spare parts  inventories,
whereas  previously the cost of these  manufacturing  supplies was expensed when
purchased.  Management  believed this change was  preferable in that it provided
for a more  appropriate  matching of revenues and expenses.  The total amount of
inventory  capitalized  and  reported  as a  cumulative  effect  of a change  in
accounting principle, retroactive to September 1, 1999, was $983 net of taxes of
$602. The effect of the change in 2000 was to increase income before  cumulative
effect of  accounting  change by $248  ($0.03  per  diluted  share).  Additional
disclosures pursuant to Accounting  Principles Board Opinion No. 20, "Accounting
Changes"  are not  provided  since  supplies  inventory  was not  monitored  for
financial  reporting purposes prior to the implementation of the ERP system and,
consequently, the information is not available.

Property,  plant, and equipment are stated at cost. Expenditures for significant
renewals and improvements  are capitalized.  Repairs and maintenance are charged
to expense as incurred.  Depreciation is computed using the straight-line method
based upon the estimated  useful lives of the assets as follows:  buildings - 20
to 40 years;  machinery  and equipment - 3 to 20 years.  Effective  September 1,
1999,  the  depreciable  lives of certain  assets of foreign  subsidiaries  were
changed based upon a study performed by an independent  appraisal  company.  The
effect of this  change in 2000 was a  reduction  of  depreciation  expense and a
corresponding increase in income before income taxes of approximately $2,400. As
a result, net income in 2000 increased by $1,488 ($0.17 per share).

Tooling expenditures reimbursable by the customer are capitalized and classified
as a current asset.  Tooling  expenditures  not reimbursable by the customer are
capitalized and classified with property,  plant,  and equipment then charged to
expense over the estimated useful life.

Goodwill  represents the excess of the cost of businesses acquired over the fair
market value of identifiable net assets at the dates of acquisition. Goodwill is
amortized on a straight-line  basis over 40 years.  Accumulated  amortization of
goodwill  was $6,401 and $5,048 at August 31, 2001 and 2000,  respectively.  The
carrying  value  of  goodwill  is  evaluated  periodically  in  relation  to the
operating  performance  and future  undiscounted  cash  flows of the  underlying
businesses.
                                       1
<PAGE>

Deferred income taxes are provided for temporary  differences  between financial
and tax reporting in accordance  with the liability  method under the provisions
of Statement of Financial  Accounting  Standards (SFAS) No. 109, "Accounting for
Income Taxes."

Use of estimates and  assumptions  are made by management in the  preparation of
the financial  statements in conformity  with  accounting  principles  generally
accepted in the United States that affect the amounts  reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

Earnings per common share are  calculated  under the provisions of SFAS No. 128,
"Earnings per Share." The  calculation  of basic  earnings per share is based on
the  weighted-average  number of common shares  outstanding.  The calculation of
diluted  earnings  per share is based on the  weighted-average  number of common
shares outstanding plus all potential dilutive common shares outstanding.

Start-up and  organization  costs are accounted for under the  provisions of the
American Institute of Certified Public Accountants'  Statement of Position (SOP)
98-5, "Reporting on the Costs of Start-Up Activities." which requires such costs
to be expensed as incurred.

Accounting  standards adopted during 2001 include SFAS No. 133,  "Accounting for
Derivative  Instruments and Hedging Activities," as amended by SFAS Nos. 137 and
138,  which  establishes  a  comprehensive  standard  for  the  recognition  and
measurement of derivatives  and hedging  activities.  The new standard  requires
that all  derivatives be recognized as assets or liabilities in the statement of
financial position and be measured at fair value. Gains or losses resulting from
changes in fair value are required to be recognized in current  earnings  unless
specific hedge criteria are met. Special  accounting  allows for gains or losses
on  qualifying  derivatives  to offset gains or losses on the hedged item in the
statement of income and requires formal  documentation  of the  effectiveness of
transactions  that receive hedge  accounting.  The adoption of this standard did
not have a material effect on the Company's  consolidated results of operations,
financial position, or cash flows.

The Company also adopted the  provisions of Securities  and Exchange  Commission
Staff  Accounting   Bulletin  (SAB)  101,  "Revenue   Recognition  in  Financial
Statements,"  which  provides  guidance on the  recognition,  presentation,  and
disclosure of revenue in financial  statements.  The adoption of SAB 101 did not
have a material effect on the Company's consolidated results of operations.

New accounting  standards issued include SFAS No. 141,  "Business  Combinations"
and  SFAS No.  142,  "Goodwill  and  Other  Intangible  Assets."  SFAS  No.  141
discontinues  the use of the pooling of interest  method and  requires  that the
purchase  method of accounting be used for all business  combinations  initiated
after June 30, 2001.  The new standard also specifies  criteria that  intangible
assets acquired in a business  combination must meet to be recognized apart from
goodwill.  SFAS No. 142 requires  that  goodwill and certain  intangible  assets
(deemed to have indefinite lives) no longer be amortized,  but instead be tested
for impairment,  at least on an annual basis, and written down in the periods in
which the  recorded  amount is greater  than the fair  value.  Other  intangible
assets will  continue to be  amortized  over their useful lives and reviewed for
impairment  in  accordance  with  SFAS No.  121.  These  standards  only  permit
prospective application;  therefore, adoption of these standards will not affect
previously  reported  financial  information.  SFAS Nos. 141 and 142 will become
effective  for the Company in the first  quarter of fiscal  2003;  however,  the
Company is evaluating early adoption as of September 1, 2001.

The Company will evaluate its existing  intangible assets and goodwill that were
acquired in prior business combinations and, upon adoption of the new standards,
make any necessary  reclassifications  in order to conform with the new criteria
for recognition apart from goodwill.  If early adopted, the Company will also be
required to perform initial  impairment  tests of goodwill and indefinite  lived
intangible assets during fiscal 2002. Any impairment loss will be measured as of
the date of  adoption  and  recognized  as a  cumulative  effect  of a change in
accounting  principle  as of  the  beginning  of  fiscal  2002.  Because  of the
extensive  effort needed to comply with adopting SFAS No. 142, as of the date of
this report, the Company cannot estimate the entire impact adopting the standard
will  have  on the  Company's  consolidated  results  of  operations,  financial
position,  or cash flows;  however,  amortization  expense of $1,354  related to
goodwill would be eliminated in 2002, which would increase per share earnings by
$0.16.  The  adoption  of SFAS No. 141 should not have a material  effect on the
Company's consolidated results of operations, financial position, or cash flows.

<PAGE>

SFAS No. 143,  "Accounting for Asset Retirement  Obligations," and SFAS No. 144,
"Accounting  for Impairment or Disposal of Long-Lived  Assets" were also issued.
SFAS No. 143  addresses  the  financial  accounting  and  reporting  for certain
obligations associated with the retirement of tangible long-lived assets and the
related  retirement costs.  SFAS No. 144 addresses the financial  accounting and
reporting for the impairment of long-lived  assets and supersedes  SFAS No. 121.
Both standards will become effective for the Company in fiscal 2003. The Company
has not determined the effect of these new standards.

Certain  reclassifications  have been made to  certain  prior  year  amounts  to
conform to the current-year presentation.

Acquisitions and Divestitures
On October 16, 1998,  the Company  sold  Superior  Valve  Company for $35,604 in
cash.  The  transaction  resulted  in a pre-tax  gain of $9,023.  The  business,
acquired by Amcast in 1986,  produces  specialty valves and related products for
the compressed gas and commercial refrigeration markets. Results for fiscal 1999
included sales of approximately $4,600 in the Company's Flow Control segment.

At the end of  1997,  the  Company  acquired  all of the  outstanding  stock  of
Speedline  S.p.A.  and its  subsidiaries  (Speedline).  The  purchase  agreement
contained  a provision  to protect  the seller  from stock  price  fluctuations.
During 2000, the Company resolved  several matters with the seller which,  among
other items,  resulted in the  purchase by the Company of 478,240  shares of the
Company's  common stock held by the seller,  a reduction  in the purchase  price
(goodwill) of $10,000 and a net cash payment to the seller of $2,500.

Effective June 5, 2001, the Company purchased the remaining 40% share in Casting
Technology  Company (CTC), from Izumi Industries,  LTD, bringing total ownership
to 100%. The purchase price was approximately  $4,000 of which $2,000 is payable
in annual  installments  over the next five years. The acquisition was accounted
for by the  purchase  method;  accordingly,  the  cost  of the  acquisition  was
allocated on the basis of the estimated fair market value of the assets acquired
and liabilities  assumed.  No goodwill was recognized from the transaction.  The
financial results of CTC have been included as part of the Engineered Components
segment in the  consolidated  financial  statements  since the  purchase  of the
remaining 40% share. Prior to June 5, 2001, the Company's  investment in CTC was
accounted for by the equity method.  Summarized  financial  information  for the
nine months  ended June 5, 2001 and the years ended  August 31, 2000 and 1999 is
as follows:


                                                       2000         1999
                                                      ------       ------
Current assets                                     $  11,651    $  12,286
Noncurrent assets                                     39,145       42,537
Current liabilities                                   28,626       31,154
Noncurrent liabilities                                10,060       19,680

                                        Nine Months
                                           2001        2000         1999
                                          ------      ------       ------
Net Sales                              $  26,370   $  49,517    $  40,795
Gross profit (loss)                         (622)     (1,034)       4,031
Pretax loss                               (5,198)     (5,880)      (2,417)


<PAGE>

INVENTORIES
The major components of inventories as of August 31 are:

                                                       2001         2000
                                                      ------       ------
Finished Products                                  $  30,470    $  40,013
Work in process                                       13,952       23,932
Raw materials and supplies                            17,468       18,661
                                                    ---------    ---------
                                                      61,890       82,606
Less amount to reduce certain inventories
  to LIFO value                                        3,697        5,094
                                                    ---------    ---------
Inventories                                        $  58,193    $  77,512
                                                    =========    =========

Inventories  of foreign  locations  are  reported on the FIFO method and totaled
$26,634  and $30,343 at August 31, 2001 and 2000,  respectively.  The  estimated
replacement cost of inventories is the amount reported before the LIFO reserve.


LONG-TERM DEBT AND CREDIT ARRANGEMENTS
The following table summarizes the Company's long-term borrowings at August 31:

                                                       2001         2000
                                                      ------       ------
Senior Notes                                       $  50,000    $  50,000
Revolving credit notes                               114,978       77,510
Lines of credit                                       14,200       16,200
Other debt                                            11,492        3,388
Capital leases                                         1,009        3,219
                                                    ---------    ---------
                                                     191,679      150,317

Less current portion                                  21,383        3,044
                                                    ---------    ---------
Long-Term Debt                                     $ 170,296    $ 147,273
                                                    =========    =========


The Company  maintains a credit  agreement  (the  Revolver  Agreement)  that had
provided for up to $150,000 in borrowings  through  August 2002.  Debt covenants
under  the  Revolver   Agreement   required  the  Company  to  maintain  certain
debt-to-earnings  and interest coverage ratios. Due to operating losses incurred
during the second  quarter,  at March 4, 2001, the Company was not in compliance
with the  debt-to-earnings  and interest  coverage  covenants under the Revolver
Agreement.  This  resulted in a cross  violation  in the  Company's  Senior Note
Agreement (the Senior Notes) and the CTC Credit Agreement (the CTC Agreement) of
which the Company had guaranteed $14,094 at March 4, 2001. The lenders under the
Revolver  Agreement,  and the CTC Agreement  have waived the financial  covenant
violations  through  April 15,  2002.  The lenders  under the Senior  Notes have
waived the financial covenant  violations  through September,  2002. The Company
plans to  establish  new Senior Note  covenants  during the first half of Fiscal
2002. The Company also has borrowings outstanding under lines of credit totaling
$14,200 with an average  interest rate of 8.5%. The Company can no longer borrow
additional  funds under the  Revolver  Agreement  or the lines of credit and the
lenders now have a subordinated security interest in the assets of the Company's
U.S. subsidiaries and certain stock of the foreign subsidiaries.  Interest rates
for borrowings under the Revolver  Agreement  increased to prime plus 2% and the
Senior Notes increased to 9.09%, plus an additional 1% for payment in kind.

On June 5, 2001,  the Company  entered into a new credit  agreement  (the Credit
Agreement),  which provides for the ability to make new borrowings  initially up
to $15,000,  increasing  in stages to a maximum of $35,000  based on the Company
meeting certain conditions.  Borrowings are limited to specified  percentages of
eligible  receivables,  inventories,  and property and equipment.  At August 31,
2001,  the Company  had a maximum  borrowing  capacity  of  $30,000.  The Credit
Agreement  matures on April 15, 2002.  Among other things,  the Credit Agreement
requires  the  Company  to  grant  a first  priority  security  interest  in the
Company's  U.S.  assets  including,  all  real  property,  accounts  receivable,
inventory,  machinery and equipment, as well as a subordinated security interest
to lenders under the Revolver  Agreement and Senior  Notes.  Interest  rates for
borrowings under the Credit Agreement are prime plus 4%.

<PAGE>

Subsequent to August 31, 2001, the Company amended the Revolver Agreement.  This
amendment   extended  the  Revolver   Agreement   through  September  2002,  and
established new financial  covenants with its lenders in which the Company must,
among other things,  maintain  quarterly levels of total liabilities to tangible
net worth,  free cash flow,  EBITDA,  and meet  scheduled debt  repayments.  The
maximum level of total liabilities to tangible net worth is not to exceed 6.4 at
December 2, 2001,  7.0 at March 3, 2002,  6.8 at June 2, 2002, and 6.5 at August
31,  2002.  The  minimum  cumulative  level of free cash flow is to be $8,100 at
December 2, 2001, $6,100 at March 3, 2002,  $20,900 at June 2, 2002, and $31,200
at August 31, 2002. In addition, the Company must make scheduled debt reductions
(which are  included  with the  current  portion of  long-term  debt) of $5,000,
$6,500, and $5,000 at the end of the first, third, and fourth quarters of fiscal
2002, respectively.  If these minimum levels are not maintained, any outstanding
balances  become  payable  upon demand by the  Company's  lenders.  Based on the
Company's  forecasted  ability to comply with the  revised  debt  covenants,  it
continues to classify debt as long term. The Credit  Agreement and CTC Agreement
also include a subjective acceleration clause whereby the lenders can declare an
event of default upon any material adverse change as defined by the lenders.  At
August 31, 2001, there were no borrowings outstanding under the Credit Agreement
and $13,356 was outstanding under the CTC Agreement.

In order to meet the new  financial  covenants,  the  Company  needs to  achieve
operating  results  substantially  consistent with its 2002 operating plan. This
plan calls for a significant  increase in operating income. The Company plans to
increase gross profit through improved plant efficiencies,  higher productivity,
and lower scrap. In addition,  the Company plans to reduce selling,  general and
administrative  expenses  primarily through reductions in personnel and employee
benefit costs, and other cost savings programs.

In  consideration  for the Credit  Agreement  and waiver of covenant  violations
under the Revolver  Agreement and Senior Notes,  the Company granted warrants to
purchase  455,220  shares of the Company's  common stock at a purchase  price of
$8.80 per share.  The warrants are  immediately  exercisable  and expire June 3,
2005.  If the maturity  date of the Revolver  Agreement is extended to September
2003, warrants for the purchase of an additional 255,000 shares will be issued.

The CTC Agreement  provided for borrowings under a revolving credit facility and
a term loan.  At August 31,  2001,  $4,500 was  outstanding  on the revolver and
$8,856 was  outstanding on the term loan, both with interest rates at prime plus
2%. CTC subsequently entered into a new credit facility, effective September 18,
2001,  that provides for up to $15,356 in borrowings at interest  rates at prime
or LIBOR plus 2.25%.  The revolver  portion matures  September 2002 and the term
loan matures August 2003.

The Senior Notes originally  required periodic  principal  payments beginning in
November 2002 through  November  2005.  The maturity date of the Senior Notes is
now November 2003. If the maturity date of the Revolver Agreement is extended to
September  2003,  the  principal  payment  under the  Senior  Notes  that is due
November 2002, will be extended to November 2003.

Other debt includes the term loan under the CTC  Agreement and various  mortgage
loans with  variable  interest  rates,  ranging  from 3.0% to 5.8% that  require
periodic  principal  payments  through 2006.  The mortgage  loans are secured by
property,  plant,  and equipment  with a net book value of $13,300 at August 31,
2001.

Capitalized  lease  obligations  are payable  through  2003. At August 31, 2001,
future minimum payments for the leases were $1,143,  including $134 representing
interest.

The carrying amounts of the Company's debt instruments approximate fair value as
defined  under SFAS No. 107. Fair value is estimated  based on  discounted  cash
flows, as well as other valuation techniques. Long-term debt maturities for each
of the next five years are $21,383 in 2002,  $131,737 in 2003,  $37,976 in 2004,
$230 in 2005, and $192 in 2006.

The  Company's  foreign  operations  have  short-term  lines of credit  totaling
approximately $17,274 that are subject to annual review by the lending banks. At
August 31, 2001, the average  interest rate for the  short-term  lines of credit
was 5.7%. Amounts  outstanding under these lines of credit are payable on demand
and total $2,741 as of August 31, 2001.

Interest  paid was  $15,890,  $12,945,  and  $13,044  in 2001,  2000,  and 1999,
respectively.

<PAGE>

LEASES
The Company  has a number of  operating  lease  agreements  primarily  involving
machinery,  physical  distribution,  and  computer  equipment.  Certain of these
leases contain renewal or purchase options that vary by lease.  These leases are
noncancelable  and  expire on dates  through  2009.  During  1999 and 2000,  the
Company entered into  sale-leaseback  transactions  whereby the Company sold new
and  existing  manufacturing  equipment  and  leased  it back for 7  years.  The
leasebacks are being accounted for as operating leases. The gains of $2,044 have
been deferred and are being amortized to income over the lease term.

Rent expense was $6,150, $5,277, and $3,215 for the years ended August 31, 2001,
2000, and 1999, respectively.

The following is a schedule by year of future minimum rental  payments  required
under the operating  leases that have initial or remaining  noncancelable  lease
terms in excess of one year as of August 31, 2001:

    2002                                                     $   5,232
    2003                                                         5,117
    2004                                                         3,134
    2005                                                         1,200
    2006                                                           955
    2007 and thereafter                                            385
                                                              ---------
    Total Minimum Lease Payments                              $ 16,023
                                                              =========


PENSION PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
Pension Plans:  The Company has a  noncontributory  defined benefit pension plan
covering  certain  employees.  The plan covers  salaried  employees and provides
pension  benefits  that  are  based  on  years  of  credited  service,  employee
compensation during years preceding retirement,  and the primary social security
benefit.  The plan also covers hourly employees and provides pension benefits of
stated  amounts for each year of credited  service.  The Company's  policy is to
fund the annual amount required by the Employee  Retirement  Income Security Act
of 1974. Plan assets consist of U.S. Treasury bonds and notes, U.S. governmental
agency issues,  corporate bonds, and common stocks. The plan held 510,526 common
shares of the  Company at August  31,  2001 (4.0% of plan  assets)  and  350,000
shares at August 31, 2000 (3.0% of plan assets).

In 1999, the Company  amended its defined  benefit  pension plan with respect to
certain  salaried and hourly  employees by  establishing a defined  benefit cash
balance  pension plan (the Plan).  The Plan provides  pension  benefits that are
based on years of  credited  service  and  employee  compensation  during  years
preceding  retirement.  Employees  who met certain age and service  requirements
remained  in the defined  benefit  pension  plan.  In August  2000,  the Company
amended the Plan to provide  additional  benefits to certain  former  employees.
This  amendment  increased the Company's  obligations  under the Plan by $3,945,
which will be amortized against income over approximately 17 years.

The Company also has an unfunded nonqualified supplementary benefit plan through
which the Company provides  supplemental pension payments in excess of qualified
plan payments  including payments in excess of limits imposed by federal tax law
and other benefits.  The plan covers certain current and former officers and key
employees.

In addition,  the Company  participates  in a  multiemployer  plan that provides
defined   benefits  to  certain   bargaining  unit   employees.   The  Company's
contributions to the  multiemployer  plan totaled $357, $344, and $293 for 2001,
2000 and 1999, respectively.

Postretirement  Health  and  Life:  The  Company  provides  postretirement  life
insurance  benefits to certain  employees  who retired prior to July 1, 1999 and
all  non-organized  salaried and hourly employees who participate in the defined
benefit pension plan. The Company previously  provided health insurance benefits
to  designated  salaried and hourly  employees who  participated  in the defined
benefit pension plan and who retired prior to January 1, 1992. Effective July 1,
2001,  the  Company  amended its  postretirement  benefit  plans and  terminated
postretirement  health  insurance  for all  existing  retirees.  This  amendment
decreased  the  Company's  postretirement  obligation  by $1,684,  which will be
amortized  into income over  approximately  five  years.  The Company  funds the
postretirement benefits on a cash basis.

<PAGE>
<TABLE>
<CAPTION>
The  following  tables  provide a  reconciliation  of the change in the  benefit
obligation,  the change in plan assets,  and a statement of the funded status of
the plans.



                                                             Pension Benefits        Postretirement Benefits
<S>                                                     <C>          <C>            <C>           <C>
                                                             2001         2000          2001         2000
                                                            ------       ------        ------       ------
Change in Benefit Obligation
Benefit obligation at beginning of year                  $  96,719    $  98,582       $ 2,858      $ 3,260
Service cost                                                 1,430        1,555            21           22
Interest cost                                                7,629        6,925           221          226
Plan amendments                                                648        5,047        (1,684)          --
Actuarial (gain) loss                                        7,076       (7,591)          889         (118)
Benefits paid                                               (9,569)      (7,799)         (428)        (532)
                                                         ----------   ----------      --------     --------
Benefit obligation at end of year                        $ 103,933    $  96,719       $ 1,877      $ 2,858
                                                         ==========   ==========      ========     ========
Change in Plan Assets
Fair value of plan assets at beginning of year           $ 133,167    $ 120,192            --           --
Actual return on plan assets                                (8,685)      20,682            --           --
Employer contribution                                           93           92           428          532
Benefits paid                                               (9,569)      (7,799)         (428)        (532)
                                                         ----------   ----------      --------     --------
Fair value of plan assets at end of year                 $ 115,006    $ 133,167       $    --      $    --
                                                         ==========   ==========      ========     ========

Funded Status
Funded status                                            $  11,073    $  36,448       $(1,877)     $(2,858)
Unrecognized net actuarial (gains) loss                    (10,473)     (38,483)        2,100        1,266
Unrecognized prior service cost                              6,287        6,038        (1,684)          --
Unrecognized transition asset                                 (279)        (837)           --           --
                                                         ----------   ----------      --------     --------
Net asset (liability)                                    $   6,608    $   3,166       $(1,461)     $(1,592)
                                                         ==========   ==========      ========     ========

Amounts recognized in Statements of Financial Condition
Prepaid (accrued) benefit cost                           $   6,608    $   3,166       $(1,461)     $(1,592)
Additional minimum liability                                    --         (723)           --           --
Intangible asset                                                --          723            --           --
                                                         ----------   ----------      --------     --------
Net amount recognized                                    $   6,608    $   3,166       $(1,461)     $(1,592)
                                                         ==========   ==========      ========     ========
</TABLE>

<TABLE>
<CAPTION>

The assumptions used in the measurement of the Company's benefit obligation and net
     periodic benefit cost were as follows:
<S>                                                         <C>          <C>           <C>           <C>
                                                              Pension Benefits       Postretirement Benefits
                                                             2001         2000          2001         2000
                                                            ------       ------        ------       ------
Weighted-average assumptions
Discount rate                                                 7.5%         8.3%          7.5%         8.3%
Expected return on plan assets                               10.0%        10.5%           --           --
Rate of compensation increase                                 4.7%         4.7%           --           --

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
The components of net periodic benefit cost included in results of operation are as follows:

<S>                                  <C>         <C>          <C>              <C>        <C>        <C>
                                           2001        2000        1999           2001       2000        1999
                                          ------      ------      ------         ------     ------      ------
Net Periodic Benefit Cost
Service cost                           $  1,430    $  1,555     $ 2,117          $  21      $  22      $   50
Interest cost                             7,629       6,925       7,104            221        226         262
Expected return on plan assets          (11,672)    (10,594)     (9,088)            --         --          --
Amortization of prior service cost          399          79         334             --         --          --
Recognized net actuarial (gain) loss       (577)         47          39             54         60          65
Amortization of transition asset           (558)       (558)       (558)            --         --          --
Dispositions                                 --          --        (305)            --         --         (47)
Curtailment gain                             --          --      (1,089)            --         --        (511)
                                        --------    --------    --------        -------    -------     -------
Net periodic benefit cost (benefit)    $ (3,349)   $ (2,546)    $(1,446)         $ 296      $ 308       $(181)
                                        ========    ========    ========        =======    =======      =======
</TABLE>


The  Company  also  sponsors a 401(k)  profit  sharing  plan for the  benefit of
substantially all domestic salaried employees.  The Company provides a 25% match
on employee  contributions up to 6% of eligible  compensation and a supplemental
savings match from 1% to 35% based on the Company  achieving a minimum return on
shareholders' equity and subject to IRS limitations. Matching contributions made
by the  Company  totaled  $596,  $734,  and  $369  for  2001,  2000,  and  1999,
respectively.

Included in  deferred  liabilities  at August 31,  2001 and 2000,  is an accrual
totaling  $10,804  and  $10,439,  respectively,  for  termination  benefits  for
Speedline employees. The liability is based on the employee's length of service,
position, and remuneration,  and is payable upon separation. There is no vesting
period or funding requirement associated with the liability.

COMMITMENTS AND CONTINGENCIES
At August 31, 2001, the Company has committed to capital  expenditures of $6,744
in 2002, primarily for the Engineered Components segment.

The Company, as is normal for the industry in which it operates,  is involved in
certain legal proceedings and subject to certain claims and site  investigations
which  arise  under  the  environmental  laws and  which  have not been  finally
adjudicated.

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 U.S.  EPA-led  multi-party
sites and state  environmental  agency-led  remediation  sites.  The majority of
these claims involve  third-party owned disposal sites for which compensation is
sought  from the  Company as an alleged  waste  generator  for  recovery of past
governmental  costs or for  future  investigation  or  remedial  actions  at the
multi-party   sites.   There   are   three   Company-owned    properties   where
state-supervised   cleanups  are  expected  or  are  currently   underway.   The
designation as a potentially  responsible party and the assertion of such claims
against the Company are made  without  taking into  consideration  the nature or
extent of the Company's involvement with the particular site. In most instances,
claims  have  been  asserted  against a number  of other  entities  for the same
recovery or other relief as was asserted  against the Company.  These claims are
in various stages of administrative or judicial  proceeding.  The Company has no
reason  to  believe  that it will have to pay a  significantly  disproportionate
share of clean-up costs associated with any site. To the extent  possible,  with
the   information   available  at  the  time,  the  Company  has  evaluated  its
responsibility  for costs and related liability with respect to the above sites.
In making  such  evaluation,  the Company  did not take into  consideration  any
possible cost reimbursement  claims against its insurance carriers.  The Company
is of the opinion that its liability with respect to those sites should not have
a material adverse effect on its financial position or results of operations. In
arriving at this  conclusion,  the principal  factors  considered by the Company
were ongoing  settlement  discussions  with respect to certain of the sites, the
volume and relative  toxicity of waste  alleged to have been  disposed of by the
Company at certain sites, which factors are often used to allocate investigative
and remedial

<PAGE>

costs among potentially  responsible  parties,  the probable costs to be paid by
other  potentially  responsible  parties,  total projected  remedial costs for a
site, if known,  and the Company's  existing  reserve to cover costs  associated
with  unresolved  environmental  proceedings.  At August 31, 2001, the Company's
accrued undiscounted reserve for such contingencies was $2,855.

Based upon the  contracts  and  agreements  with  regards  to two  environmental
matters,  the Company believes it is entitled to indemnity for remediation costs
at two  sites  and  believes  it is  probable  that the  Company  can  recover a
substantial  portion  of  the  costs.  Accordingly,  the  Company  has  recorded
receivables of $1,115 related to anticipated recoveries from third parties.

Allied-Signal Inc. (now Honeywell  International)  brought an action against the
Company  seeking  a  contribution  from the  Company  equal to 50% of  Honeywell
International's  estimated $30,000 remediation cost in connection with a site in
southern Ohio. The Company believes its responsibility with respect to this site
is very  limited due to the nature of the  foundry  sand waste it disposed of at
the site. The court has rendered its decision on this case,  however,  the exact
amount of the verdict has not yet been determined by the court.  The amount will
be  significantly  less than the amount  sought by the plaintiff and the Company
estimates  its  liability  associated  with the  action to be  between  $500 and
$1,500. The Company believes its liability is at the low end of this range.

In prior years,  the Company had recorded a liability for a legal claim asserted
by  former  employees  at its  Flagg  Brass  operations.  Due to the  terms of a
settlement,  a liability  in the amount of $2,226 was reversed in 2000 through a
reduction in SG&A expense.


MAJOR CUSTOMERS AND CREDIT CONCENTRATION
The Company  sells  products to  customers  primarily  in the United  States and
Europe.  The Company  performs  ongoing  credit  evaluations  of customers,  and
generally does not require  collateral.  Allowances are maintained for potential
credit  losses and such losses have been within  management's  expectations.  On
August  31,  2001,  total  trade  receivables  from  the  domestic  and  foreign
automotive  industry  were  $44,082,  and $13,150 was due from the  construction
industry.

Sales to the Company's largest customer, General Motors, were $127,294, $157,099
and $136,469 for the years ended August 31, 2001, 2000, and 1999,  respectively.
Trade  receivables  from General Motors on August 31, 2001 and 2000, were $5,895
and $7,845,  respectively,  and were current. No other single customer accounted
for a material portion of trade receivables.


PREFERRED SHARE PURCHASE RIGHTS
Under the  Company's  Shareholder  Rights Plan, as amended on February 24, 1998,
holders of common shares have one preferred share purchase right  (collectively,
the Rights) for each common  share held.  The Rights  contain  features,  which,
under  defined  circumstances,  allow  holders to buy common shares at a bargain
price.  The Rights are not  presently  exercisable  and trade in tandem with the
common shares. The Rights become exercisable  following the close of business on
the  earlier  of (i) the 20th day after a public  announcement  that a person or
group has acquired  15% or more of the common  shares of the Company or (ii) the
date  designated  by the Company's  board of directors.  It is expected that the
Rights will begin to trade  independently of the Company's common shares at that
time. Unless renewed, the Rights expire on February 23, 2008.

<PAGE>

Income Taxes
For financial reporting purposes, income (loss) before income taxes includes the
following components:


                                           2001        2000        1999
                                          ------      ------      ------
United States                          $ (41,055)   $    135    $ 23,005
Foreign                                   (8,511)      5,287       8,533
                                        --------     --------     --------
                                       $ (49,566)   $  5,422    $ 31,538
                                        ========     ========     ========
The provisions (benefits) for income taxes are as follows:

Currently payable
    State and local                    $     (20)   $     62    $  1,002
    Foreign                                1,556       3,142       3,450
    Federal                               (3,068)         61       5,499
                                        --------     --------    --------
                                          (1,532)      3,265       9,951

Deferred
    State and local                         (264)         78         133
    Foreign                                 (243)     (1,053)       (803)
    Federal                              (10,396)       (232)      2,940
                                        --------     --------    --------
                                         (10,903)     (1,207)      2,270
                                        --------     --------    --------
                                       $ (12,435)   $  2,058    $ 12,221
                                        ========    ========    =========

Reconciliation  of income tax expense (benefit)  computed by applying  statutory
federal  income tax rate to the  provisions  (benefits)  for income taxes are as
follows:


Federal income tax expense (benefit)
     at statutory rate                 $ (17,348)   $  1,898    $ 11,038
Federal tax credits                         (200)       (200)       (108)
State income taxes                          (285)        117         784
Goodwill amortization                        455         507         852
Higher effective income taxes of
     other countries                       1,588         454         954
Foreign tax basis step-up                      -           -      (1,590)
Increase in valuation allowance            3,048           -           -
Other                                        307        (718)        291
                                        --------     --------    --------
                                       $ (12,435)   $  2,058    $ 12,221
                                       =========     ========    ========

<PAGE>


Significant components of deferred tax assets and (liabilities) are as follows:

                                                       2001        2000
                                                      ------      ------
Deferred tax assets related to
    Accrued compensation and related items          $  2,428    $  3,090
    Tax credit carryforwards                           5,789       1,747
    Net operating losses                              24,221       9,179
    Other                                              6,235       2,096
                                                     --------    --------
      Subtotal deferred tax assets                    38,673      16,112
    Valuation allowance                              (13,401)     (3,198)
                                                     --------    --------
      Total deferred tax assets                       25,272      12,914


Deferred tax liabilities related to
    Depreciation                                     (27,226)    (31,954)
    Other                                            (10,732)     (5,584)
                                                     --------    --------
      Total deferred tax liabilities                 (37,958)    (37,538)
                                                     --------    --------
Net deferred tax liabilities                        $(12,686)   $(24,624)
                                                     ========    ========


The Company has foreign net operating loss  carryforwards  totaling $27,442,  of
this total,  $16,601  will expire in years 2002 through 2006 and $10,841 have an
unlimited  carryforward.  The  Company  also has  domestic  net  operating  loss
carryforwards  totaling  $40,977,  of  which  $20,535  relate  to  current  year
operations  and  $20,442  were  recorded  as  part  of  the  Izumi,  Inc.  stock
acquisition.  The domestic net operating loss carryforwards will expire in 2022.
In addition,  the Company has income tax credits of $1,069  expiring in 2021 and
an alternative  minimum tax credit of $4,720 that has an unlimited  carryforward
period. For financial reporting  purposes,  a valuation allowance of $13,401 has
been   recognized   to  offset  the  deferred   tax  assets   related  to  those
carryforwards.  Of the $13,401  valuation  allowance,  $7,155 relates to the net
operating loss  carryforwards  associated with the purchase of the remaining 40%
share in CTC and $6,246 is associated with foreign operations.

Income taxes paid by the Company  totaled  $1,905,  $4,342,  and $7,000 in 2001,
2000, and 1999, respectively.

Undistributed  earnings of the Company's foreign  subsidiaries are considered to
be permanently reinvested and, accordingly,  no provisions for U.S. income taxes
have been  provided  thereon.  It is not practical to determine the deferred tax
liability for temporary differences related to these undistributed earnings.


STOCK OPTIONS
The Company has two plans under which stock  options for the  purchase of common
shares can be granted.  The 1999 Stock  Incentive Plan provides for the granting
of options for the purchase of a maximum of 425,000 shares,  stock  appreciation
rights,  performance awards, and restricted stock awards to key employees of the
Company.  Options  awarded  under the plan may not be granted at an option price
less than the fair  market  value of a share on the date the option is  granted,
and the  maximum  term of an  option  may not  exceed  ten  years.  All  options
currently  granted  under the plan are  exercisable  one year  after the date of
grant.

The 1999 Director Stock Option Plan provides for the granting of options for the
purchase of a maximum of 150,000 shares.  Under the plan, each person serving as
a director of the Company on the first business day of January of each year, who
is not  employed  by the  Company,  is  automatically  granted  options  for the
purchase of 1,500  shares.  All options were granted at an option price equal to
the  fair  market  value  of a  share  on the  date of  grant.  Each  option  is
exercisable  one year after the date of grant and the maximum  term of an option
may not exceed ten years.

Certain options also remain  outstanding and exercisable from prior stock option
plans.  In addition,  two executive  officers  received a total of 280,000 stock
options as an inducement to their  employment  at an average  exercise  price of
$8.89.

<PAGE>

Information  regarding  the  Company's  stock option plans for the years
ended August 31, 2001, 2000, and 1999 is as follows:
<TABLE>
<CAPTION>
<S>                                 <C>          <C>         <C>        <C>         <C>         <C>
                                             2001                   2000                  1999
                                      ------------------      ------------------     ------------------
                                           Weighted-               Weighted-              Weighted-
                                            Average                 Average                Average
                                           Exercise                Exercise               Exercise
                                      Shares     Price        Shares      Price       Shares      Price
                                     --------   -------      --------    -------     --------    -------
Outstanding at beginning of year      647,792    $18.36       668,494     $19.21      571,337     $19.94
Granted                               712,834    $ 9.18       161,346     $14.18      132,657     $16.46
Exercised                                   0    $ 0.00       (19,071)    $10.38       (2,000)    $18.03
Cancelled                             (95,300)   $14.12      (162,977)    $18.63      (33,500)    $20.86
                                     --------   -------      --------    -------     --------    -------

Outstanding at end of year          1,265,326    $13.51       647,792     $18.36      668,494     $19.21
                                     --------   -------      --------    -------     --------    -------

Options exercisable at end of year    779,015    $16.26       510,607     $19.51      535,837     $19.89
                                     --------   -------      --------    -------     --------    -------
Weighted-average fair value of
   options granted during the year      $3.33                   $4.81                  $3.36
                                      =======                  ======                 ======

</TABLE>
<TABLE>
<CAPTION>

Information regarding options outstanding at August 31, 2001  follows:


<S>                                 <C>          <C>          <C>                   <C>         <C>
                                          Options Outstanding                       Options Exercisable
                                         ---------------------                     ---------------------
                                                 Weighted     Weighted-                         Weighted-
                                                 Remaining     Average                           Average
                                                Contractual   Exercise                           Exercise
Range of Exercise Prices              Number       Life         Price                Number       Price
                                     --------   -------      --------                --------    -------
$8.49 -  $14.50                      741,543    5.6 years       $9.32                 255,232     $ 9.74
$15.53 - $19.09                      329,667    6.1 years      $17.07                 329,667     $17.07
$20.44 - $25.19                      194,116    4.5 years      $23.47                 194,116     $23.47

</TABLE>

The Company has elected to adopt the disclosure-only provisions of SFAS No. 123,
"Accounting  for  Stock-Based  Compensation,"  and continue to apply  Accounting
Principles  Board Opinion No. 25 and related  interpretations  in accounting for
its stock option plans.  Accordingly,  no compensation  cost has been recognized
related to the Company's  stock option plans.  Consistent with the provisions of
SFAS 123, had  compensation  cost been determined based on the fair value at the
grant date for awards in fiscal 2001,  2000, and 1999 the Company's net loss and
net loss per share would be increased for 2001 and net income and net income per
share would be reduced for 2000 and 1999 as follows:

<PAGE>

                                                    2001       2000       1999
                                                   ------     ------     ------
Proforma effect on net income                       $872      $ 430      $ 290

Proforma effect on net income per share

   Basic                                          $ 0.10     $ 0.05      $0.03
   Diluted                                        $ 0.10     $ 0.05      $0.03



The fair value of each option grant was estimated as of the grant date using the
Black-Scholes option-pricing model with the following assumptions:


                                                    2001       2000       1999
                                                   ------     ------     ------

   Expected volatility                             45.0 %     46.0 %     23.0 %
   Dividend yield                                   2.83%      4.42%      3.31%

   Expected life of option in years                  5.0        5.0        5.0

   Risk-free interest rates                      3.5%-5.8%  5.7%-6.8%  4.4%-5.6%


EARNINGS PER SHARE
The following table reflects the calculations for basic and diluted earnings per
share for the three years ended  August 31:

                                                    2001       2000       1999
                                                   ------     ------     ------
Income (loss)before cumulative effect
   of accounting change                          $(37,131)   $ 3,364   $ 19,317
                                                  -------    -------    -------
Net (loss) income                                $(37,131)   $ 4,347   $ 19,317
                                                  =======    =======    =======

Basic Earnings per Share
Basic shares                                        8,482      8,788      9,144
                                                   ------     ------     ------

Income (loss) before cumulative
    effect of accounting change                  $     -     $  0.38    $  2.11
                                                  -------    -------    -------
Net (loss) income                                $  (4.38)   $  0.49    $  2.11
                                                 ========    =======    =======

Diluted Earnings per Share
Basic shares                                        8,482      8,788      9,144
Stock options                                           -          4         18
                                                  -------    -------    -------
Diluted shares                                      8,482      8,792      9,162
                                                  =======    =======    =======

Income (loss) before cumulative
    effect of accounting change                   $     -    $  0.38    $  2.11
                                                  -------    -------    -------
Net (loss) income                                 $ (4.38)   $  0.49    $  2.11
                                                  =======    =======    =======

For each of the three years,  there were outstanding stock options excluded from
the  computation  of  diluted  earnings  per  share  because  the  options  were
antidilutive.


<PAGE>


BUSINESS SEGMENTS
Operating  segments are organized  internally  primarily by the type of products
produced and markets  served,  and in accordance  with SFAS No. 131, the Company
has aggregated  similar operating  segments into two reportable  segments:  Flow
Control Products and Engineered Components. The Flow Control Products segment is
a supplier of copper and brass plumbing fittings for the industrial,  commercial
and residential construction markets, and cast and fabricated metal products for
sale to original equipment  manufacturers in the  transportation,  construction,
air conditioning and refrigeration industries. The Engineered Components segment
is a supplier of aluminum wheels and aluminum automotive  components,  primarily
for  automotive  original  equipment  manufacturers.  During  2001,  the Company
reevaluated  the  composition of the reportable  segments and  reclassified  one
business from Engineered Components to Flow Control Products. Prior year segment
information was restated to conform to the 2001 presentation.

The Company  evaluates  segment  performance  and allocates  resources  based on
several  factors,  of which net  sales  and  operating  income  are the  primary
financial  measures.  The accounting policies of the reportable segments are the
same as those described in the footnote  entitled  "Accounting  Policies" of the
Notes to the Consolidated Financial Statements. There are no intersegment sales.

<TABLE>
<CAPTION>
<S>                                    <C>            <C>             <C>              <C>             <C>           <C>
                                       Net Sales                                       Operating Income
                                          2001            2000            1999            2001           2000           1999
                                         ------          ------          ------          ------         ------         ------
Flow Control Products                  $151,216       $ 168,181       $ 178,483         $ 5,471       $ 23,663       $ 31,061
Engineered Components                   378,157         442,474         410,450         (16,683)         5,243         15,566
Corporate                                     -               -               -         (19,178)        (7,349)        (9,540)
                                       --------        --------        --------         -------        -------        -------
                                        529,373         610,655         588,933         (30,390)        21,557         37,087

Disposition of businesses                     -               -               -               -              -          9,023
Equity in loss of joint
  venture and other
  income (expense)                            -               -               -          (1,644)        (3,206)        (1,390)
Interest expense                              -               -               -         (17,532)       (12,929)       (13,182)
                                       --------        --------        --------         -------        -------        -------
Total net sales and
 income before taxes                   $529,373       $ 610,655       $ 588,933        $(49,566)       $ 5,422       $ 31,538
                                       ========       =========       =========        =========       =======       ========


                                      Capital Expenditures                            Depreciation and Amortization
                                          2001            2000            1999            2001           2000           1999
                                         ------          ------          ------          ------         ------         ------
Flow Control Products                  $ 10,818         $ 5,724         $ 6,867         $ 6,250        $ 6,188        $ 6,110
Engineered Components                    18,897          15,729          40,198          25,288         25,754         24,230
Corporate                                     4              82             295           2,364          1,057          1,006
                                       --------        --------        --------         -------        -------        -------
                                       $ 29,719        $ 21,535        $ 47,360        $ 33,902       $ 32,999       $ 31,346
                                       ========        ========        ========        ========       ========       ========

                                      Total Assets
                                          2001            2000            1999
                                         ------          ------          ------

Flow Control Products                  $ 80,972        $ 94,408        $ 93,622
Engineered Components                   293,482         305,188         349,804
Corporate                                84,236          80,790          90,060
                                       --------        --------        --------
                                       $458,690       $ 480,386       $ 533,486
                                      =========       =========       ==========

* Income before cumulative effect of a change in accounting principle in 2000.

</TABLE>

<PAGE>


The Company's  manufacturing  operations  are conducted in the United States and
Europe. Information about the Company's operations in different geographic areas
for the years ended August 31, 2001,  2000,  and 1999 is shown below.  Net sales
are based on the location of the customer.

                                                2001         2000         1999
                                               ------       ------       ------
Net Sales
United States                               $ 354,424    $ 422,403    $ 392,960
Other Europe                                   73,440       92,319      107,602
Germany                                        69,658       76,780       70,143
Other                                          31,851       19,153       18,228
                                            ---------    ---------    ---------
                                            $ 529,373    $ 610,655    $ 588,933
                                            =========    =========    =========
Long-Lived Assets
United States                               $ 165,007    $ 146,908    $ 158,997
Europe                                         77,285       79,949       97,761
                                            ---------    ---------    ---------
                                            $ 242,292    $ 226,857    $ 256,758
                                            =========    =========    =========

The Company's sales by product category are as follows:

                                                2001         2000         1999
                                               ------       ------       ------
Aluminum wheels                             $ 254,804    $ 289,210    $ 301,490
Brass and copper fittings                     147,931      166,203      167,931
Aluminum automotive components                126,638      155,242      115,297
Valves                                              -            -        4,215
                                            ---------    ---------    ---------
                                            $ 529,373    $ 610,655    $ 588,933
                                            =========    =========    =========
<PAGE>
<TABLE>
<CAPTION>
QUARTERLY FINANCIAL DATA (UNAUDITED)
($ in thousands except per share data)


                                                                                                                For the
                                                                    Fiscal Quarter                                Year
                                                               ------------------------                        ----------
<S>                                               <C>            <C>            <C>            <C>              <C>
 2001                                                 1st            2nd            3rd            4th
------                                               -----          -----          -----          -----
Net sales                                         $ 137,944      $ 122,966      $ 136,158      $ 132,305        $ 529,373
Gross profit                                      $  16,288      $   9,968      $   6,084      $   8,453        $  40,793

Net income  (loss)                                $      82      $  (6,737)     $ (19,243)     $ (11,233)       $ (37,131)

Net income (loss) per share - basic               $    0.01      $   (0.80)     $   (2.25)     $   (1.31)       $   (4.38)
Net income(loss)  per share - diluted             $    0.01      $   (0.80)     $   (2.25)     $   (1.31)       $   (4.38)

Average number of shares
 outstanding - basic                                  8,406          8,413          8,536          8,577            8,482
Average number of shares
 outstanding - diluted                                8,412          8,417          8,537          8,577            8,482




                                                                                                                For the
                                                                    Fiscal Quarter                                Year
                                                               ------------------------                        ----------
 2000                                                 1st            2nd            3rd            4th
------                                               -----          -----          -----          -----
Net sales                                         $ 146,079      $ 150,009      $ 163,162      $ 151,405        $ 610,655
Gross profit                                      $  18,311      $  18,631      $  21,387      $  20,365        $  78,694
Income before cumulative effect
of accounting change                              $   1,295      $     284      $   1,485      $     300        $   3,364

Income per share before cumulative
 effect of accounting change - basic              $    0.14      $    0.03      $    0.17      $    0.04        $    0.38
Income per share before cumulative
 effect of accounting change - diluted            $    0.14      $    0.03      $    0.17      $    0.04        $    0.38

Net income                                        $   2,278      $     284      $   1,485      $     300        $   4,347

Net income per share - basic                      $    0.25      $    0.03      $    0.17       $   0.04         $   0.49
Net income per share - diluted                    $    0.25      $    0.03      $    0.17       $   0.04         $   0.49

Average number of shares
 outstanding - basic                                  8,956          8,949          8,863          8,406            8,788
Average number of shares
 outstanding - diluted                                8,962          8,956          8,863          8,407            8,792

</TABLE>

<PAGE>


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE

       None

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required by this item  relating  to  directors  and  executive
officers of the Company is incorporated  herein by reference to that part of the
information   under  "Election  of  Directors"  and  "Section  16(a)  Beneficial
Ownership Reporting  Compliance" in the Company's Proxy Statement for its Annual
Meeting of  Shareholders  scheduled  to be held on December  19,  2001.  Certain
information   concerning   executive  officers  of  the  Company  appears  under
"Executive Officers of Registrant" at Part I, page 8, of this Report.


ITEM 11 - EXECUTIVE COMPENSATION

The  information  required by this item is  incorporated  herein by reference to
"Executive Compensation" in the Company's Proxy Statement for its Annual Meeting
of Shareholders scheduled to be held on December 19, 2001.


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"  and  "Security
Ownership of Certain Beneficial Owners" in the Company's Proxy Statement for its
Annual Meeting of Shareholders scheduled to be held on December 19, 2001.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by reference to the
Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be
held on December 19, 2001.


                                     PART IV

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  are filed as part of this report.
         See index on page 2 of this report.

         Report of Independent Auditors

         Consolidated  Statements of  Operations  for the years ended August 31,
         2001, 2000, and 1999.

         Consolidated  Statements of Financial  Condition at August 31, 2001 and
         2000.

         Consolidated  Statements  of  Shareholders'  Equity for the years ended
         August 31, 2001, 2000, and 1999.

         Consolidated  Statements  of Cash Flows for the years ended  August 31,
         2001, 2000, and 1999.

         Notes to Consolidated Financial Statements

<PAGE>

2.       Financial Statement Schedule

         Schedule  II  Valuation  and  Qualifying  Accounts  for the years ended
         August 31, 2001, 2000, and 1999.

         All  other financial  statement  schedules are omitted because they are
         not applicable  or  because  the required  information  is shown in the
         the financial statements or in the notes thereto.

3.       Exhibits - See Index to Exhibits (page 43 herein).

4.       Reports on Form 8-K - During the fourth  quarter ended August 31, 2001,
         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 12th day of November 2001.

                                           AMCAST INDUSTRIAL CORPORATION
                                           (Registrant)

                                        By /s/Byron O, Pond
                                           -------------------------------------
                                           Byron O. Pond
                                           President 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/Byron O. Pond              President and
----------------------        Chief Executive Officer          November 12, 2001
Byron O. Pond                 Director
                              (Principal Executive Officer)

/s/Francis  J. Drew           Vice President, Finance and      November 12, 2001
---------------------         Chief Financial Officer
Francis J. Drew               (Principal Financial Officer)

/s/Mark D. Mishler            Controller                       November 12, 2001
---------------------         (Principal Accounting Officer
Mark D. Mishler

*James K. Baker               Director                         November 12, 2001
*Walter E. Blankley           Director                         November 12, 2001
*Peter H. Forster             Director                         November 12, 2001
*Don. R. Graber               Director                         November 12, 2001
*Leo W. Ladehoff              Director                         November 12, 2001
*Bernard G. Rethore           Director                         November 12, 2001
*William G. Roth              Director                         November 12, 2001
*R. William Van Sant          Director                         November 12, 2001

       *The undersigned Byron O. Pond, 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/Byron O. Pond
                                                   -----------------------------
                                                       Byron O. Pond
                                                       Attorney in Fact

<PAGE>





          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                 AMCAST INDUSTRIAL CORPORATION AND SUBSIDIARIES

                                ($ In Thousands)


<TABLE>
<CAPTION>

                                                                        Additions
                                                               ---------------------------
                                                Balance        Charged to       Charged to
                                               Beginning       Costs and          Other                               Balance at
             Description                       of Period        Expenses         Accounts         Deductions         End of Period
--------------------------------               -----------     -----------      -----------      -----------         -------------
Deducted From Asset Accounts
<S>                                            <C>             <C>              <C>              <C>          <C>    <C>

Reserves for  unrealized  losses on properties
   and other assets held for sale:

      Year ended August 31, 2001               $        -                                         $         -         $        -
      Year ended August 31, 2000               $        -                                         $         -         $        -
      Year ended August 31, 1999               $    2,818                                         $    (2,818) (1)    $        -






(1) Write off of assets against reserve.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                               INDEX TO EXHIBITS

Exhibit                                                                                See Key
Number                            Description                                           Below

          ARTICLES OF INCORPORATION AND BY-LAWS
<S>       <C>                                                                           <C>

 3.1      Articles of Incorporation of Amcast Industrial Corporation, incorporated
             by reference from Form 10-K for the year ended August 31, 1996.               I

 3.2      Code of Regulations of Amcast Industrial Corporation, incorporated
             by reference from Form 10-K for the year ended August 31, 1996.               I

          INSTRUMENTS DEFINING THE RIGHTS OF SECURITY
          HOLDERS, INCLUDING INDENTURES

 4.1      $200,000,000 Credit Agreement between Amcast Industrial Corporation
             and KeyBank National Association dated August 14, 1997, incorporated
             by reference from Form 10K filed September 3, 1997.                           I

 4.2      First Amendment Agreement dated October 7, 1997, to the $200,000,000
             Credit Agreement between Amcast Industrial Corporation and KeyBank
             National Association dated August 14, 1997, incorporated by reference
             From Form 10-K for the year ended August 31, 1998.                            I

 4.3      Second Amendment Agreement dated August 30, 1998, to the $200,000,000
             Credit Agreement between Amcast Industrial Corporation and KeyBank
             National Association dated August 14, 1997, incorporated by reference
             from Form 10-K for the year ended August 31, 1998.                            I

 4.4      Third Amendment Agreement dated November 5, 1999, to the $200,000,000
             Credit Agreement between Amcast Industrial Corporation and KeyBank
             National Association dated August 14, 1997, incorporated by reference
             from Form 10-Q for quarter ended November 28, 1999.                           I

 4.5      Fourth Amendment Agreement dated November 28, 1999, to the $200,000,000
             Credit Agreement between Amcast Industrial Corporation and KeyBank
             National Association dated August 14, 1997, incorporated by reference
             from Form 10-Q for quarter ended November 28, 1999.                           I

 4.6      Fifth Amendment Agreement dated May 28, 2000, to the $200,000,000
             (amended to $150,000,000) Credit Agreement between Amcast Industrial
             Corporation and KeyBank National Association dated August 14, 1997,
             incorporated by reference from Form 10-Q for quarter ended May 28, 2000.      I

 4.7      Sixth Amendment Agreement dated June 5, 2001, to the $200,000,000
             (amended to $150,000,000) Credit Agreement between Amcast Industrial
             Corporation, the banking institutions and KeyBank National Association,
             as agent, dated August 14, 1997.                                              F

 4.8      Seventh Amendment Agreement dated July 23, 2001, to the $200,000,000
             (amended to $150,000,000) Credit Agreement between Amcast Industrial
             Corporation, the banking institutions, and KeyBank National Association,
             as agent, dated August 14, 1997.                                              F

<PAGE>

 4.9      Eighth Amendment Agreement dated August 6, 2001, to the $200,000,000
             (amended to $150,000,000) Credit Agreement between Amcast Industrial
             Corporation, the banking institutions, and KeyBank National Association,
             as agent, dated August 14, 1997.                                              F

 4.10     Last-In-First-Out Credit Agreement dated June 5, 2001, between Amcast
             Industrial Corporation, the banking institutions, and KeyBank National
             Association, as agent.                                                        F

 4.11     First Amendment Agreement dated July 23, 2001, to the Last-In-First-Out
             Credit Agreement between Amcast Industrial Corporation, the banking
             institutions, and KeyBank National Association, as agent, dated
             June 5, 2001.                                                                 F

 4.12     Second Amendment Agreement dated August 6, 2001, to the Last-In-First-Out
             Credit Agreement between Amcast Industrial Corporation, the banking
             institutions, and KeyBank National Association, as agent, dated
             June 5, 2001.                                                                 F

 4.13     Forbearance and Waiver Agreement dated June 5, 2001, between Amcast
             Industrial Corporation, KeyBank National Association, LIFO agent, for
             itself as agent and on behalf of the LIFO Banks, Bank One, Indiana,
             National Association, for itself and as agent on behalf of the
             CTC Banks, and Bank One, Indiana, National Association.                       F

 4.14     Subordination, Waiver and Consent Agreement dated June 5, 2001, between
             Amcast Industrial Corporation, KeyBank National Association, LIFO
             agent, for the LIFO Banks (Senior Lenders) the Line of Credit Lenders,
             the Existing Credit Agreement Agent and the Existing Credit Agreement
             Banks, the Noteholders, and the Collateral Agent.                             F

 4.15     Collateral Agency and Intercreditor Agreement dated June 5, 2001, between
             KeyBank National Association, as agent for benefit of and on behalf
             of the Banks, the Line of Credit Lenders, the Noteholders, and KeyBank
             National Association, as Collateral Agent.                                    F

 4.16     $50,000,000 Note Agreement between Amcast Industrial Corporation and
             Principal Mutual Life Insurance Company and The Northwestern Mutual
             Life Insurance Company, dated November 1, 1995, incorporated by
             reference from Form 10-K for the year ended August 31, 1995.                  I

 4.17     Amendment Agreement dated December 31, 1997, to $50,000,000
             Note Agreement between Amcast Industrial Corporation and Principal
             Mutual Life Insurance Company, dated November 1, 1995, incorporated
             by reference from Form 10-K for the year ended August 31, 1998.               I

 4.18     $15,356,000 Credit Agreement dated September 18, 2001, between Casting
             Technology Company and Bank One, Indiana, National Association.               F

 4.19     Second Amended and Restated Guaranty Agreement dated September 18, 2001,
             made by Amcast Industrial Corporation, in favor of Bank One, Indiana,
             National Association.                                                         F

 4.20     Security Agreement dated July 28, 1995, made by Casting Technology Company
             in favor of Bank One, Indiana, National Association, successor by merger
             to NBD Bank, a Michigan banking corporation.                                  F

<PAGE>

 4.21     Confirmation of and Amendment to Security Agreement dated September 18, 2001,
             Made by Casting Technology Company, in favor of Bank One, Indiana,
             National Association.                                                         F

 4.22     Collateral Assignment and Security Agreement dated July 24, 2001, between
             Casting Technology Company and KeyBank, National Association, as agent
             for the Banks to the Amcast Industrial Corporation Credit Agreement.          F

 4.23     Pledge Agreement dated July 24, 2001, between Casting Technology Company
             and KeyBank, National Association, as agent for the Banks to the Amcast
             Industrial Corporation Credit Agreement.                                      F

 4.24     Security Agreement dated July 24, 2001, between Casting Technology Company
             and KeyBank, National Association, as agent for the Banks to the Amcast
             Industrial Corporation Credit Agreement.                                      F

 4.25     Guaranty of Payment of Debt dated July 24, 2001, between Casting Technology
             Company and KeyBank, National Association, as agent for the Banks to the
             Amcast Industrial Corporation Credit Agreement.                               F

 4.27     Form of Warrants granted to the Noteholders and the Banking institutions.        F

                               MATERIAL CONTRACTS

10.1      Amcast Industrial Corporation Annual Incentive Plan, effective
             September 1, 1982, incorporated by reference from Form 10-K for the
             year ended August 31, 1996.                                                   I

10.2      Deferred Compensation Agreement for Directors of Amcast Industrial
             Corporation, incorporated by reference from Form 10-K for the year
             ended August 31, 1996.                                                        I

10.3      Amended and Restated Executive Agreement between Amcast Industrial
             Corporation and Leo W. Ladehoff, dated July 10, 2000 and restated
             through July 10, 2000, incorporated by reference from Form 10-Q for
             the quarter ended May 28, 2000.                                               I

10.4      Indemnification Agreement for Directors of Amcast Industrial Corporation,
             effective October 30, 1987, incorporated by reference from Form 10-K
             for the year ended August 31, 1996.                                           I

10.5      Trust Agreement for the Amcast Industrial Corporation Nonqualified
             Supplementary Benefit Plan and Executive Agreement with Leo W. Ladehoff
             dated September 27, 2000, incorporated by reference from Form 10-K for
             the year ended August 31, 2000.                                               I

10.6      Amcast Industrial Corporation Change of Control Agreements, effective
             September 7, 2000, incorporated by reference from Form 10-K for the
             year ended August 31, 2000.                                                   I

10.7      Amcast Industrial Corporation Non-Qualified Supplementary Benefit Plan
             Effective as of June 1, 1999, as restated through March 23, 2001.             F

<PAGE>

10.8      Amcast Industrial Corporation 1999 Director Stock Option Plan,
             effective January 1, 1999, Incorporated by referenced from Form 10-K
             for the year ended August 31, 1999.                                           I

10.9      Amcast Industrial Corporation Amended and Restated Long-Term Incentive
             Plan, effective May 26, 1999, incorporated by reference from Form 10-K
             for the year ended August 31, 1999.                                           I

10.10     Amcast Industrial Corporation 1999 Stock Incentive Plan adopted August 25,
             1999, incorporated by reference from Form 10-K for the year ended
             August 31, 1999.                                                              I

10.15     Executive Employment Agreement between Amcast Industrial Corporation
             And Byron Pond, effective February 15, 2001, incorporated by reference
             from Form 10Q for the quarter ended March 4, 2001.                            I

10.12     Consulting Agreement between Amcast Industrial Corporation and Leo W.
             Ladehoff, effective February 15, 2001, incorporated by reference from
             Form 10Q for the quarter ended March 4, 2001.                                 I

             INDEPENDENT AUDITOR'S PREFERABILITY LETTER CONCERNING A
                           CHANGE IN ACCOUNTING METHOD

18.1      Preferability  letter  relating  to  change in  accounting  for
             capitalization   of  the  cost  of  supplies  and  spare  parts
             inventories from Ernst & Young LLP dated October 19, 2000 incorporated
             by reference from Form 10-K for the year ended August 31, 2000.               I

                         SUBSIDIARIES OF THE REGISTRANT

21.1      Amcast Industrial Corporation has 18 significant wholly-owned subsidiaries,
             with the exception of Lee Brass Company, which is 96% owned by an
             Amcast wholly owned subsidiary, which are included in the consolidated
             financial statements of the Company.                                          F

                         CONSENTS OF EXPERTS AND COUNSEL

23.1      Consent of Ernst & Young LLP dated November 12, 2001, with respect to the
             inclusion of their report dated October 15, 2001, except for the note
             entitled "Long-Term Debt and Credit Arrangements" as to which the date
             is November 12, 2001, into this Annual Report (Form 10-K).                    F

                                POWER OF ATTORNEY

24.1      Powers of attorney of persons who are indicated as having executed this
             Annual Report Form 10-K on behalf of another.                                 F
</TABLE>

Key:
"F" Indicates document filed herewith.
"I" Indicates document incorporated from another filing.

NOTE: Exhibits have been omitted from the reproduction of this Form 10-K. A copy
of the  exhibits can be obtained at a  reasonable  copying  charge by writing to
Investor  Relations,  Amcast  Industrial  Corporation,  7887 Washington  Village
Drive, Dayton, Ohio 45459