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:
PRIMECAST 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
PrimeCast 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
PRIMECAST 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 at
the End of Year 10
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
PrimeCast 401(k) Savings and Defined Contribution Plan
South Beloit, Illinois
We have audited the accompanying statements of net assets available for benefits
of PrimeCast 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 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.
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
supplemental schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements for the year ended June 30, 2001,
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
As described in Note 10, the Company ceased operations and the Plan is frozen.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
December 27, 2001
PRIMECAST 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 $1,024,743 $2,634,272
Guaranteed interest account 284,003 540,733
Participant loans 85,080 164,211
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Total investments 1,393,826 3,339,216
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CONTRIBUTIONS RECEIVABLE:
Employer's 5,450
Participants' 520 20,353
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Total contributions receivable 520 25,803
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CASH 2,495 2,112
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NET ASSETS AVAILABLE FOR BENEFITS $1,396,841 $3,367,131
========== ==========
See notes to financial statements.
-2-
PRIMECAST 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 $ 68,800 $ 111,648
Net (depreciation) appreciation in fair value of investments (307,156) 342,491
----------- -----------
Net investment (loss) income (238,356) 454,139
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Contributions:
Employer 43,824 87,654
Participant 201,685 308,740
Rollover 4,019
Other 2,001
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Total contributions 249,528 398,395
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Total additions 11,172 852,534
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,981,462 839,175
Administrative expenses 145
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Total deductions 1,981,462 839,320
TRANSFER TO ATCHISON CASTING CORPORATION
401(k) PLAN (1,214,805)
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NET DECREASE (1,970,290) (1,201,591)
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NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,367,131 4,568,722
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End of year $ 1,396,841 $ 3,367,131
=========== ===========
See notes to financial statements.
-3-
PRIMECAST 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 PLAN
The following description of the PrimeCast 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 pension plan sponsored by
PrimeCast, Inc. (the "Company" or the "Plan Administrator"). The Plan was
established on July 1, 1997. The PrimeCast, Inc. Employee Benefit Plan
Committee and the Plan Administrator control and manage the operation and
administration of the Plan. Prudential Investments ("Prudential") serves
as custodian of the Plan. Officers of the Company serve as trustees (the
"Trustees") of the Plan. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
During June 2000, the Plan transferred $1,214,805 to the Atchison Casting
Corporation 401(k) Plan (the "Corporation Plan"), which represents the
account balances of non-collective bargaining unit employees, who were
allowed to participate in the Corporation Plan effective July 1, 1999.
Eligibility and Participation - Employees of the Company, as defined by
the Plan document, are eligible for participation in the Plan the first
day of the month following completion of 90 days of service.
Contributions - Each year, participants may contribute up to a specified
dollar amount determined by the Internal Revenue Code ("IRC"), as defined
in the Plan. The Company contributes matching contributions equal to 33
1/3% of the participant's eligible contributions not to exceed 6% of the
participant's compensation for each payroll. Effective July 1, 1998, the
Plan was amended to increase the percentage on which the additional
nonelective contribution is based from 7% to 10% of the net profits of
Atchison Casting Corporation and its subsidiaries ("Atchison") (the parent
Company of the Plan Administrator), as defined in the Plan document. The
Plan receives a portion of the net profit amount based on the compensation
of eligible employees of the Plan in relation to the compensation of all
eligible employees of other eligible plans of Atchison that participate in
the net profit allocation. The nonelective contribution is then allocated
based on compensation of each eligible employee in relation to total
compensation of all eligible employees of certain plans sponsored by
Atchison.
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and
allocations of the Company's contributions, Plan earnings, and debited
with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. 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. A participant is 100% vested after one year of
credited service for matching contributions and Atchison's contribution.
Effective March 15, 2001, the Company ceased operations and all
participants were 100% vested (see Note 10).
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 MFS Massachusetts Investors Trust
o Prudential Insurance Company of America - Guaranteed Interest Account
o Prudential Government Securities Trust - Money Market Series
o Oppenheimer Global Fund
o AIM Balanced Fund
o Prudential Stock Index Fund
o Van Kampen Emerging Growth Fund
o Prudential Small Company Fund
o Fidelity Advisor Equity Income Fund
o Prudential Government Income Fund
o Prudential High Yield Fund
o Franklin Convertible Securities Fund
o MFS Massachusetts Investor Growth Stock Index Fund
o Prudential Jennison Growth Fund
o Fidelity Advisor Equity Growth Fund
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 - Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their vested account balance. Loan terms range from 1 to 5
years or up to 15 years for the purchase of a primary residence. 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 Administrator. Interest rates range from 8.75% to 11.00%.
Principal and interest is paid ratably through payroll deductions and/or
through payments by participants sent directly to Prudential.
Payment of Benefits - Distributions from the Plan are made upon death,
retirement, termination, or permanent disability pursuant to 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. Forfeiture amounts are
used to reduce employer contributions for the plan year immediately
following the plan year in which the forfeiture occurs. At June 30, 2001
and June 30, 2000 forfeited nonvested accounts totaled $3,352 and $127,
respectively. In 2001 and 2000 there were no forfeitures utilized.
Expenses - The Plan's expenses are paid by the Plan or the Company, as
provided by the Plan document. Expenses of $0 and $145 were paid by the
Plan for the years ended June 30, 2001 and 2000, respectively.
-5-
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.
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. Participant loans are stated at cost,
which approximates fair value. 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.
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 current values of those investments that
exceeded 5% of the Plan's net assets available for benefits at June 30,
2001 and 2000:
2001
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Value Per
Shares Share Fair
(Rounded) (Rounded) Value
MFS Massachusetts Investors Trust Fund 19,796 $ 17.80 $ 352,360
The Prudential Insurance Company of America -
Guaranteed Interest Account N/A N/A 284,003
Oppenheimer Global Fund 2,869 48.69 139,691
Prudential Government Securities Trust -
Money Market Series 89,338 1.00 89,338
Van Kampen Emerging Growth Fund 1,778 48.92 86,972
Participant Loans N/A N/A 85,080
AIM Balanced Fund 2,918 27.67 80,729
Prudential Stock Index Fund 2,903 27.40 79,531
2000
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Value Per
Shares Share Fair
(Rounded) (Rounded) Value
MFS Massachusetts Investors Trust Fund 39,495 $ 20.94 $ 827,023
The Prudential Insurance Company of America -
Guaranteed Interest Account N/A N/A 540,733
Oppenheimer Global Fund 5,809 68.65 398,769
Prudential Government Securities Trust -
Money Market Series 393,481 1.00 393,481
AIM Balanced Fund 10,150 32.95 334,451
Participant Loans 1,908 97.17 185,394
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 ($307,156) and $342,491,
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 as
defined by the Plan, and, therefore, these transactions qualify as
party-in-interest.
6. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right, under the Plan, to terminate the Plan subject to the provisions of
ERISA. Effective June 22, 2001, the Plan is frozen (see Note 10).
-7-
7. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated April 13, 1998, that the Plan and related trust are 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 currently being operated in
compliance with the applicable requirements of the IRC.
8. NONEXEMPT TRANSACTIONS
During the years ended June 30, 2001 and 2000, employee deferrals of
$12,227 and $105,600, 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 are prohibited
transactions according to the provisions of the DOL.
9. SUBSEQUENT EVENTS
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. FROZEN PLAN
Effective March 15, 2001, the Company ceased operations and all
participants were 100% vested. Effective June 22, 2001, the Plan is frozen
to future contributions including, but not limited to, the Company
nonelective contribution for the Plan year ended June 30, 2001. As a
frozen plan, no allocation of contributions or forfeitures will be made
thereafter. The qualification requirements continue to apply, in their
entirety, to the frozen Plan.
******
-8-
PRIMECAST 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)
Description of Transactions Expenses Net
Relationship of Plan Including Maturity Date, Rate of Incurred Gain (Loss)
Identity of Employer, or other Interest, Colateral, Par or Maturity Purchase Selling Lease with Cost of Current Value on Each
Party involved Party-in-Interest Value Price Price Rental Transaction Asset of Asset Transaction
PrimeCast, Inc. Plan Sponsor Employee contributions not timely $12,227* $ 12,227 $ 12,227
remitted to the Trust
* This represents the total amount of contributions that were withheld from
employees, but not remitted timely to the trust by the Plan Sponsor.
-9-
PRIMECAST 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
Identity of Issue, Borrower, Lessor or Maturity Date, Rate of Interest Current
Similar Party Collateral, Par or Maturity Date Value
MFS Massachusetts Investors Trust Fund Mutual Fund $ 352,360
(19,796 shares)
* The Prudential Insurance Company of America Guaranteed Interest Account 284,003
Oppenheimer Global Fund Mutual Fund 139,691
(2,869 shares)
* Prudential Government Securities Trust Money Market Fund 89,338
(89,338 shares)
Van Kampen Emerging Growth Fund Mutual Fund 86,972
(1,778 shares)
AIM Balanced Fund Mutual Fund 80,729
(2,918 shares)
* Prudential Stock Index Fund Mutual Fund 79,531
(2,903 shares)
* Prudential Small Company Fund Mutual Fund 69,424
(4,505 shares)
MFS Massachusetts Investors Growth Mutual Fund 40,280
Stock Index Fund (2,819 shares)
Fidelity Advisor Equity Income Fund Mutual Fund 36,950
(1,456 shares)
* Prudential High Yield Fund Mutual Fund 23,357
(3,919 shares)
* Prudential Government Income Fund Mutual Fund 9,159
(1,044 shares)
Franklin Convertible Securities Mutual Fund 8,721
(593 shares)
Fidelity Advisor Equity Growth Fund Mutual Fund 5,289
(99 shares)
* Prudential Jennison Growth Fund Mutual Fund 2,942
(188 shares)
* Various participants Participant loans, interest rates from
8.75% to 11.00%, maturity dates
through April 2010 85,080
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Total investments
$ 1,393,826
===========
* 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.
PRIMECAST 401(k) SAVINGS AND DEFINED
CONTRIBUTION PLAN
Date January 11, 2002 By: Atchison Casting Corporation,
---------------- the parent of Kramer International, 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
