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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*The Atchison Casting Corporation Savings Plan merged into the Atchison
Casting Corporation 401(k) Plan effective July 17, 2000 (the "Merger").
Accordingly, this Form 11-K only includes financials for the period of July
1, 2000 through July 17, 2000. Financials for the remainder of the fiscal
year ended June 30, 2001 are included in the 11-K filed on behalf of the
Atchison Casting Corporation 401(k) Plan for the fiscal year ended June 30,
2001.
[ ] 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:
ATCHISON CASTING CORPORATION SAVINGS 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
Atchison Casting
Corporation Savings
Plan
Financial Statements as of July 17, 2000 and
June 30, 2000 and for the Period Beginning
July 1, 2000 through July 17, 2000 and the Year
Ended June 30, 2000, and Independent Auditors'
Report
ATCHISON CASTING CORPORATION SAVINGS PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits as of July 17, 2000 and June 30, 2000 2
Statements of Changes in Net Assets Available for Benefits for the Period Beginning
July 1, 2000 through July 17, 2000 and the Year Ended June 30, 2000 3
Notes to Financial Statements 4-8
Note: Supplemental schedules required by the rules and regulations of the Department of Labor are omitted
because of the absence of the conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
The Trustees and Participants
Atchison Casting Corporation Savings Plan
Atchison, Kansas
We have audited the accompanying statements of net assets available for benefits
of Atchison Casting Corporation Savings Plan (the "Plan") as of July 17, 2000
and June 30, 2000, and the related statements of changes in net assets available
for benefits for the period beginning July 1, 2000 through July 17, 2000 and for
the year ended June 30, 2000. 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 misstatements. 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.
As discussed in Note 1 to the financial statements, the net assets of the Plan
were merged into the Atchison Casting Corporation 401(k) Plan effective July 17,
2000.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of July 17, 2000
and June 30, 2000, and the changes in net assets available for benefits for the
period beginning July 1, 2000 through July 17, 2000 and for the year ended June
30, 2000 in conformity with accounting principles generally accepted in the
United States of America.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
April 9, 2001
ATCHISON CASTING CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JULY 17, 2000 AND JUNE 30, 2000
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JULY 17, JUNE 30,
ASSETS 2000 2000
INVESTMENTS:
Mutual funds $ 10,165,947
Guaranteed interest contract 1,413,420
Common stock 174,960
Participant loans 304,710
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Total investments 12,059,037
CASH 66
CONTRIBUTIONS RECEIVABLE:
Employer's 58,722
Participants' 90,831
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Total contributions receivable 149,553
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Total assets 12,208,656
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LIABILITIES
Amounts due to Atchison Casting Corporation 401(k) Plan 203,924
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NET ASSETS AVAILABLE FOR BENEFITS $ 12,004,732
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See notes to financial statements.
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ATCHISON CASTING CORPORATION SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
PERIOD BEGINNING JULY 1, 2000 THROUGH JULY 17, 2000 AND YEAR ENDED JUNE 30, 2000
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JULY 1, 2000 YEAR ENDED
THROUGH JUNE 30,
JULY 17, 2000 2000
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividend income $ 6,808 $ 505,378
Net appreciation in fair value of investments 439,990 753,319
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Total investment income 446,798 1,258,697
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Contributions:
Employer's 471,164
Participants' 914,319
Rollover 61,567
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Total contributions 1,447,050
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Total additions 446,798 2,705,747
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 11,960 926,780
Administrative expenses 50
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Total deductions 11,960 926,830
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NET INCREASE 434,838 1,778,917
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TRANSFER TO ATCHISON CASTING CORPORATION
401(k) PLAN (12,439,570)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 12,004,732 10,225,815
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End of period $ $ 12,004,732
============ ============
See notes to financial statements.
-3-
ATCHISON CASTING CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PERIOD BEGINNING JULY 1, 2000 THROUGH JULY 17, 2000 AND YEAR ENDED
JUNE 30, 2000
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1. DESCRIPTION OF THE PLAN
The following description of the Atchison Casting Corporation (the
"Company" or "Plan Sponsor") Savings 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 was a defined contribution plan covering certain
employees, as described in the Plan agreement of the Plan Sponsor, that
meet the prescribed eligibility requirements. Prudential Investments
("Prudential") was custodian of the Plan. Individuals employed by the Plan
Sponsor served as Trustees of the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
On July 17, 2000, all assets of the Plan were transferred to the Atchison
Casting Corporation 401(k) Plan (the "401(k) Plan"), resulting in a merger
of the two plans.
During the year ended June 30, 2000, the Plan Sponsor inadvertently
remitted employee and employer contributions to the Plan that belonged to
the 401(k) Plan. As of June 30, 2000, there is a payable from the Plan in
the financial statements for $203,924 that reflects this transaction.
Management believes the merger of the Plans corrects this condition and
did not affect participants' balances, the earnings on these balances or
the participants' fund elections.
Eligibility and Participation - Prior to July 18, 2000, employees were
eligible for participation in the plan after completing three months of
service.
Contributions - Prior to July 1, 2000, Plan participants could contribute
a portion of their base compensation, subject to certain Internal Revenue
Code ("IRC") limitations. The Plan Sponsor matched 75% of the first 8% of
eligible compensation (as defined by the Plan document), contributed by
participants.
Participant Accounts - Prior to July 18, 2000, each participant's account
was credited with the participant's contributions and withdrawals, as
applicable, and allocations of the Plan Sponsor's contributions and Plan
earnings. The benefit to which a participant was entitled was the benefit
that could be provided from the participant's vested account.
Vesting - Prior to July 18, 2000, participants were immediately vested in
their contributions plus actual earnings thereon. Vesting in the Company's
matching contribution of their accounts plus actual earnings thereon was
based on years of service. A participant was 100 percent vested after five
years of credited service.
Investment Options - Upon enrollment in the Plan, a participant could
direct his or her contributions in investment options offered by
Prudential.
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The investment options of the Plan were as follows:
o MFS Massachusetts Investors Trust
o Oppenheimer Global Fund
o Van Kampen Emerging Growth Fund
o The Prudential Insurance Company of America - Guaranteed Interest Account
o AIM Balanced Fund
o Prudential Stock Index Fund
o Prudential Government Securities Trust - Money Market Series
o Fidelity Advisor Equity Income Fund
o Prudential High Yield Fund
o Prudential Small Company Value Fund
o Prudential Government Income Fund
o Franklin Convertible Securities Fund
o Atchison Casting Corporation - Common Stock
o MFS Massachusetts Investors Growth Stock Fund
o Prudential Jennison Growth Fund
o Fidelity Advisor Equity Growth Fund
For more information regarding the Plan's investment alternatives and fund
performance, participants should refer to the Plan document and published
information provided by the funds.
Prior to November 26, 1999, participants maintained balances in the
Rockwell Stock Fund which was rolled over from a previous plan, but no new
contributions were accepted in this fund for the year ended June 30, 2000.
The fund consisted of shares of common stock of Rockwell International,
Boeing Company, Meritor Automotive, Inc. and Conexant Systems, Inc.
Effective November 26, 1999, this fund was liquidated and invested in the
funds listed above as directed by the participants.
Participants could change investment elections for future contributions at
any time and could transfer any existing balances among the offered funds.
Participant Loans - Participants could borrow from their fund accounts a
minimum of $1,000 up to the lesser of $50,000 or 50 percent of their
account balance. Loan terms ranged from 1-5 years. The loans are secured
by the balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined quarterly by the
Plan Sponsor. Interest rates ranged from 8.75% to 10% for the year ended
June 30, 2000. Principal and interest were paid ratably through payroll
deductions or direct billing to the participants.
Payment of Benefits - Distributions from the Plan were made upon death,
retirement, termination, or permanent disability pursuant to the Plan
provisions and as permitted by law. If a participant's vested account was
less than $5,000, the account balance was required to be distributed as a
lump sum as soon
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as administratively possible after separation from service. If the account
balance was $5,000 or greater, distributions could be in the form of a
lump sum, installments, or the account balance could remain in the Plan.
Forfeitures - Forfeitures occured upon termination of employment by a
participant who was not fully vested in the Plan. Forfeiture amounts were
used to reduce subsequent matching contributions by the Plan Sponsor.
Expenses - Expenses of the Plan were paid by either the Plan or the Plan
Sponsor, as provided by the Plan agreement. Expenses of $0 and $50 were
paid by the Plan for the period beginning July 1, 2000 through July 17,
2000 and the year ended June 30, 2000, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under 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 amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
Investment Valuation and Income Recognition - The Plan's investments,
excluding the guaranteed interest account, are stated at fair value as
determined by quoted market prices. Participant loans are stated at cost,
which approximates fair value. See Note 3 regarding the valuation of a
guaranteed interest contract. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
Payment of Benefits - Benefit payments are recorded in the year paid.
3. INVESTMENT CONTRACT WITH INSURANCE COMPANY
The Plan reports 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, and as such, the contract is
presented at contract value, which approximates fair value, on the
statement of net assets available for benefits as of July 17, 2000 and
June 30, 2000. The crediting interest rates for the period beginning July
1, 2000 through July 17, 2000 and the year ended June 30, 2000 for the
contract ranged from 6.50% to 5.50% and 5.50% to 6.45%, respectively. The
crediting interest rate is reset upon the maturity of the contract.
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4. INVESTMENTS
The following table presents the fair values of investments that represent
5% or more of the Plan's net assets available for benefits at June 30,
2000:
2000
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Value Per
Shares Share Fair
(Rounded) (Rounded) Value
MFS Massachusetts Investors Trust 159,428 $ 20.94 $ 3,338,418
Oppenheimer Global Fund 25,688 68.65 1,763,460
Van Kampen Emerging Growth Fund 17,624 97.15 1,712,206
The Prudential Insurance Company of America -
Guaranteed Interest Account N/A N/A 1,413,420
AIM Balanced Fund 39,384 32.95 1,297,705
Prudential Stock Index Fund 23,642 32.40 765,990
During the period beginning July 1,2000 through July 17, 2000 and the year
ended June 30, 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the periods)
appreciated in value by $439,990 and $753,319, respectively, as follows:
Period beginning
July 1, 2000 through Year Ended
Net Appreciation (Depreciation) in Fair Value July 17, 2000 June 30, 2000
Common stock $ 12,553 $(75,121)
Mutual funds 427,437 828,44
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$ 439,990 $ 753,319
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Nonparticipant-Directed Investments
Information about the net assets and the significant components of the changes
in net assets relating to the noparticipant-directed investments is as follows:
Year Ended
June 30, 2000
Changes in Net Assets:
Interest and divident income $ 2,191
Net appreciation in fair value of investments 15,041
Transfers to participant-directed investments (635,013)
Due to the sale of Rockwell Stock fund as discussed in Note 1, there were
no non-participant directed investments in the net assets of the plan for
the period from July 1 through July 17, 2001.
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5. RELATED PARTY TRANSACTIONS
Certain Plan investments were shares of mutual funds, and a guaranteed
interest account managed by Prudential. Prudential was the custodian as
defined by the Plan and, therefore, these transactions qualify as
party-in-interest.
6. PLAN TERMINATION
Although it has not expressed any intentions 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.
As noted in Note 1, the Plan was merged into the 401(k) Plan and as such,
participants became participants under that plan.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated August 28, 1995, that the Plan and related trust were
designed in accordance with applicable sections of the Internal Revenue
Code (the "IRC"). The Plan had been amended since receiving the letter,
however, the Plan Sponsor believed that the Plan was designed and was
operated in compliance with the applicable requirements of the IRC.
******
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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.
ATCHISON CASTING CORPORATION
SAVINGS PLAN
Date January 11, 2002 By: Atchison Casting Corporation, its
----------------- administrator and the administrator of the Atchison
Casting Corporation 401(k) Plan, its successor in
interest following the Merger
By: /s/ Kevin T. McDermed
-------------------------------------
Kevin T. McDermed
Vice President, Chief Financial Officer,
Treasurer and Secretary
EXHIBIT INDEX
Exhibit Number Description
23 Consent of Deloitte & Touche LLP
