UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
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[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _____________________
Commission file number 1-12541
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
LaGRANGE FOUNDRY, INC. 401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
ATCHISON CASTING CORPORATION
400 South Fourth Street
Atchison, Kansas 66002
La Grange Foundry Inc.
401(k) Savings
and Defined
Contribution Plan
Financial Statements as of and for the Years
Ended June 30, 2001 and 2000, Supplemental
Schedules as of and for the Year Ended June 30,
2001, and Independent Auditors' Report
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED JUNE 30, 2001 AND 2000:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED JUNE 30, 2001:
Form 5500, Schedule G, Part III - Schedule of Nonexempt Transactions 9
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes 10
at the End of Year
Note: Certain supplemental schedules required by rules and regulations of the Department of Labor are
omitted because of the absence of conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
La Grange Foundry Inc.
401(k) Savings and Defined Contribution Plan
LaGrange, Missouri
We have audited the accompanying statements of net assets available for benefits
of the La Grange Foundry Inc. 401(k) Savings and Defined Contribution Plan (the
"Plan") as of June 30, 2001 and 2000, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of June 30, 2001
and 2000, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic financial statements for the year ended June 30, 2001, and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
December 27, 2001
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2001 AND 2000
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ASSETS 2001 2000
INVESTMENTS:
Mutual funds $2,078,150 $2,309,027
Guaranteed interest account 41,577 19,179
---------- -----------
Total investments 2,119,727 2,328,206
CONTRIBUTIONS RECEIVABLE:
Employer's 5,470 40,039
Participants' 16,967 18,417
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Total contributions receivable 22,437 58,456
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NET ASSETS AVAILABLE FOR BENEFITS $2,142,164 $2,386,662
========== ==========
See notes to financial statements.
-2-
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED JUNE 30, 2001 AND 2000
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2001 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 20,197 $ 18,124
Net depreciation in fair value of investments (286,752) 202,338
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Net investment (loss) income (266,555) 220,462
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Contributions:
Employer, net of forfeitures 30,056 40,039
Participant 172,670 221,347
Rollover 315
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Total contributions 203,041 261,386
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Total additions (63,514) 481,848
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
Benefits paid to participants 180,984 253,501
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TRANSFER TO ATCHISON CASTING CORPORATION 401(k) PLAN (312,286)
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NET DECREASE (244,498) (83,939)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,386,662 2,470,601
----------- -----------
End of year $ 2,142,164 $ 2,386,662
=========== ===========
See notes to financial statements.
-3-
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2001 AND 2000
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1. DESCRIPTION OF THE PLAN
The following description of the LaGrange Foundry Inc. 401(k) Savings and
Defined Contribution Plan (the "Plan") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General - The Plan is a defined contribution plan sponsored by La Grange
Foundry Inc. (the "Company" or "Plan Sponsor"). Prudential Investments
("Prudential") serves as the Plan's custodian. An individual employed by
the Plan Sponsor serves as trustee (the "Trustee") of the Plan. The Plan
is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
The Plan was amended July 1, 1999 to exclude all non-collective bargaining
unit employees. As such, the salaried participants' account balances of
$312,286 were transferred from the Plan to the Atchison Casting
Corporation 401(k) Plan (the "401(k) Plan") on May 1, 2000, as reflected
in the financial statements of the Plan. Subsequent to the transfer of
assets to the 401(k) Plan, all contributions of non-collective bargaining
unit employees were submitted to the 401(k) Plan.
Eligibility and Participation - Employees are eligible to participate in
the Plan after working 90 days immediately following their first day of
employment.
Contributions - Plan participants may contribute a portion of their
pre-tax base compensation, subject to certain Internal Revenue Code
("IRC") limitations. The Company makes non-elective contributions equal to
7% of the Company's net profit, defined as earnings before interest and
taxes. Effective November 1, 2000, the Company makes non-elective
contributions equal to 12% of the Company's monthly earnings before
interest and taxes.
Participant Accounts - Each participant's account is credited with the
participant's contributions and allocations of the Company's contributions
and Plan earnings. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account
balance.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company's contribution plus actual
earnings thereon is based on years of service. A participant is 100%
vested after five years of credited service or upon retirement at age 65.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
-4-
During 2001 and 2000, the investment options were as follows:
o Fidelity Advisor Equity Growth Fund
o Fidelity Advisor Growth Opportunities Fund
o Fidelity Advisor Equity Income Fund
o Fidelity Advisor Strategic Opportunities Fund
o Oppenheimer Global Fund
o Prudential Government Income Fund
o MFS Massachusetts Investors Trust
o Prudential Stock Index Fund
o Prudential Government Securities Trust-Money Market Series
o Van Kampen Emerging Growth Fund
o Prudential High Yield Fund
o The Prudential Insurance Company of America Guaranteed Interest Account
o Prudential Small Company Value Fund
o AIM Balanced Fund
o Franklin Convertible Securities Fund
o Prudential Utility Fund
o Prudential Europe Growth Fund
o Prudential Total Return Bond Fund A
o Prudential Jennison Growth Fund
o MFS Massachusetts Investors Growth Stock Fund
o Atchison Casting Corporation Stock
o Prudential Value Fund
For more information regarding the Plan's investment alternatives and fund
performance, participants should refer to the Plan agreement and published
information provided by such funds.
Participants may change investment elections for future contributions at
any time and may transfer any existing balances among the offered funds,
subject to exchange limitations imposed by the funds.
Participant Loans - The Plan does not permit loans to
participants or beneficiaries.
Payment of Benefits - Distributions from the Plan are made
upon death, retirement, termination, or permanent disability pursuant to
the Plan provisions and as permitted by law. If a participant's vested
account is less than $5,000, the account balance must be distributed as a
lump sum as soon as administratively possible after separation from
service. If the account balance is $5,000 or greater, distributions can be
in the form of a lump sum, installments, or the account balance may remain
in the Plan.
Forfeitures - Forfeitures occur upon termination of
employment by a participant who is not fully vested in the Plan. At June
30, 2001 and June 30, 2000 forfeited nonvested accounts totaled $32,152 and
$26,417, respectively. Nonvested portions of a participant's employer
contribution account are forfeited and used to reduce the Company
nonelective contribution for the plan year immediately following the plan
year in which the forfeiture occurs. In 2001 employer contributions were
reduced by $10,835 and in 2000, forfeited nonvested accounts were not
utilized.
Expenses - Expenses of the Plan are paid by either the Plan
or the Plan Sponsor, as provided by the Plan document. No expenses were
paid by the Plan in 2001 or 2000.
-5-
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared on
the accrual method of accounting.
Use of Estimates - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amount of assets, liabilities, and changes
therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
The Plan invests in mutual funds that hold various securities including
U.S. Government securities, corporate debt instruments, and corporate
stocks. Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect
the amounts reported in the statements of net assets available for plan
benefits.
Investment Valuation and Income Recognition - The Plan's
investments, excluding the guaranteed interest contract, are stated at fair
value as determined by quoted market prices. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded
on the accrual basis. Dividend income is recorded on the ex-dividend date.
See Note 3 regarding the valuation of the guaranteed interest contract.
Payment of Benefits - Benefit payments are recorded when
paid.
Reclassifications - Certain prior year balances have been
reclassified to conform with current year presentation.
3. INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan follows the provisions of Statement of Position ("SOP") 94-4,
"Reporting of Investment Contracts Held by Health and Welfare Benefit
Plans and Defined Contribution Pension Plans." SOP 94-4 requires a defined
contribution plan to report investment contracts at fair value unless such
contract is deemed to be fully benefit responsive. The contract for this
Plan has been deemed to be fully benefit responsive, according to the
provisions of SOP 94-4. As such, the contract is presented at contract
value, which approximates fair value, on the statement of net assets
available for benefits as of June 30, 2001 and 2000. The average yield for
the years ended June 30, 2001 and 2000 are 4.85% and 5.98%, respectively.
The crediting interest rate as of June 30, 2001 and 2000 is 4.35% and
6.30%, respectively. The crediting interest rate is reset upon the
maturity of the contract.
-6-
4. INVESTMENTS
The following table presents the fair values of those investments that
exceeded 5% of the Plan's net assets available for benefits at June 30,
2001 and 2000:
2001
---------------------------------------------
Value Per
Shares Share Fair
(Rounded) (Rounded) Value
Fidelity Advisor Equity Growth Fund 11,953 $53.61 $640,775
Fidelity Advisor Growth Opportunities Fund 10,998 31.00 340,949
Fidelity Advisor Equity Income Fund 10,740 25.37 272,477
Fidelity Advisor Strategic Opportunities Fund 8,402 29.07 244,248
2000
---------------------------------------------
Value Per
Shares Share Fair
(Rounded) (Rounded) Value
Fidelity Advisor Equity Growth Fund 11,694 $74.55 $871,802
Fidelity Advisor Growth Opportunities Fund 10,152 44.49 451,664
Fidelity Advisor Equity Income Fund 9,299 24.75 230,152
Fidelity Advisor Strategic Opportunities Fund 8,992 23.08 207,543
During 2001 and 2000, the Plan's investments in mutual funds (including
gains and losses on investments bought and sold, as well as held during
the year) (depreciated)/appreciated in value by $(286,752) and $202,338,
respectively.
5. PARTY-IN-INTEREST
Certain Plan investments are shares of mutual funds and a guaranteed
interest account managed by Prudential. Prudential is the custodian of the
Plan and, therefore, these transactions qualify as party-in-interest.
6. PLAN TERMINATION
Although the Company has not expressed any intent to do so, the Company
has the right, under the Plan, to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated October 20, 1997, that the Plan is designed in accordance with
applicable sections of the IRC. The Plan has been amended since receiving
the letter. However, the Plan administrator believes that the Plan is
designed and is currently being operated in compliance with applicable
requirements of the IRC.
-7-
8. NONEXEMPT TRANSACTIONS
During the years ended June 30, 2001 and 2000, employee deferrals of
$15,630 and $127,703, respectively, were withheld from certain payrolls
and not remitted on a timely basis (as defined by the Department of Labor
(the "DOL")) by the Plan Sponsor. All such deferrals were subsequently
remitted to the Trust by the Plan Sponsor. These were prohibited
transactions according to the provisions of the DOL.
9. SUBSEQUENT EVENT
Subsequent to June 30, 2001, the domestic and international capital
markets have experienced significant volatility with respect to certain
investments and, as a result, Plan management believes that there has been
significant fluctuations in the values of the Plan's investments.
10. MANAGEMENT PLANS
The financial statements and supplemental schedules have been prepared
assuming that the Plan will continue as a going concern. Atchison Casting
Corporation (the "Parent"), the parent company of the Plan Sponsor has
incurred losses in operations, has a deficiency in working capital and is
not in compliance with certain terms of its debt agreements. Should the
Parent not be able to continue as a going concern, the Plan may not be
able to operate as an ongoing plan.
Management of the Parent has taken steps in an effort to improve operating
performance and continues to pursue new or revised debt arrangements.
Management believes, however, that certain of the existing loan
arrangements will need to be revised or replaced to provide the Parent
with additional borrowing capacity and with financial covenants within
such arrangements that are achievable by the Parent. Management has
recently extended and modified their credit agreements through June 30,
2002 and continues to pursue a long-term credit facility.
******
-8-
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
FORM 5500, SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED JUNE 30, 2001
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(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Relationship of Description of Transactions Net Gain/
Plan, Employer Including Maturity Date, Rate Expenses (Loss)
Identity of or Other of Interest, Collateral, Par or Purchase Selling Lease Incurred with Cost of Current Value on Each
Party Involved Party-in-Interest Maturity Value Price Price Rental Transaction Asset of Asset Transaction
La Grange Foundry Inc. Plan Sponsor Employee contributions not
timely remitted to the Trust $15,630* $ 15,630 $ 15,630 0
*This represents the total amount of contributions that were withheld from
employees, but not remitted timely to the trust by the Plan Sponsor.
-9-
LA GRANGE FOUNDRY INC.
401(k) SAVINGS AND DEFINED CONTRIBUTION PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT THE END OF YEAR
JUNE 30, 2001
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(a) (b) (c) (d)
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Current
Lessor or Similar Party Par or Maturity Value Value
Fidelity Advisor Equity Growth Fund Mutual Fund $ 640,775
(11,953 shares)
Fidelity Advisor Growth Opportunities Fund Mutual Fund 340,949
(10,998 shares)
Fidelity Advisor Equity Income Fund Mutual Fund 272,477
(10,740 shares)
Fidelity Advisor Strategic Opportunties Fund Mutual Fund 244,248
(8,402 shares)
MFS Massachusetts Investors Trust Fund Mutual Fund 104,035
(5,845 shares)
* Prudential Government Income Fund Mutual Fund 84,775
(9,667 shares)
* Prudential Stock Index Fund Z Mutual Fund 83,797
(3,058 shares)
Oppenheimer Global Fund A Mutual Fund 79,602
(1,635 shares)
* Prudential Government Securities Trust - Mutual Fund 59,185
Money Market Series (59,185 shares)
Van Kampen Emerging Growth Mutual Fund 44,549
(911 shares)
* Prudential Insurance Company of America Guaranteed Interest Account 41,577
* Prudential Small Company Fund A Mutual Fund 28,004
(1,817 shares)
* Prudential High Yield Fund A Mutual Fund 27,978
(4,694 shares)
* Prudential Jennison Growth Fund A Mutual Fund 23,938
(1,533 shares)
AIM Balanced Fund A Mutual Fund 22,865
(826 shares)
Franklin Convertible Securities Fund Mutual Fund 10,295
(700 shares)
* Prudential Utility Fund A Mutual Fund 7,425
(620 shares)
MFS Massachusetts Investors Growth Fund Mutual Fund 1,785
(125 shares)
* Prudential Total Return Bond Fund A Mutual Fund 790
(62 shares)
* Prudential Europe Growth Fund A Mutual Fund 533
(40 shares)
* Prudential Value Fund A Mutual Fund 145
(8 shares)
$ 2,119,727
============
* Represents a party-in-interest to the Plan.
-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
LAGRANGE FOUNDRY, INC.
401(k) SAVINGS AND DEFINED
CONTRIBUTION PLAN
Date January 11, 2002 By: Atchison Casting Corporation,
---------------- the parent of LaGrange Foundry, Inc.,
its Administrator
By: /s/ Kevin T. McDermed
-------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
Exhibit Number Description
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23 Consent of Deloitte & Touche LLP
