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 ------------------------------------------------- [ ] 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 ------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES 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
Empire Steel Castings, Inc. 401(k) Profit Sharing Plan for Union Employees Financial Statements as of and for the Years Ended June 30, 2001 and 2000, Supplemental Schedules as of and for the Years Ended June 30, 2001 and 2000, and Independent Auditors' Report
EMPIRE STEEL CASTINGS, INC. 401(K) PROFIT SHARING PLAN FOR UNION EMPLOYEES TABLE OF CONTENTS - ------------------------------------------------------------------------------------------------------------------- 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 4-7 SUPPLEMENTAL SCHEDULES: Form 5500, Schedule G, Part III - Schedule of Nonexempt Transactions for the Year Ended June 30, 2000 8 Form 5500, Schedule G, Part III - Schedule of Nonexempt Transactions for the Year Ended June 30, 2001 9 Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes 10 at the End of Year June 30, 2001 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 Empire Steel Castings, Inc. 401(k) Profit Sharing Plan for Union Employees We have audited the accompanying statements of net assets available for benefits of the Empire Steel Castings, Inc. 401(k) Profit Sharing Plan for Union Employees (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 audits 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 audit provides 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 June 30, 2000, 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
EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS JUNE 30, 2001 AND 2000 - ---------------------------------------------------------------------------------------------------------- ASSETS 2001 2000 INVESTMENTS: Mutual funds $ 974 $ ------- -------- Total investments 974 CONTRIBUTIONS RECEIVABLE: Employer 14,198 4,485 Participant 214 -------- ------- Total contributions receivable 14,412 4,485 ------- -------- NET ASSETS AVAILABLE FOR BENEFITS $15,386 $ 4,485 ======= ======= See notes to financial statements. -2-
EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED JUNE 30, 2001 AND 2000 - --------------------------------------------------------------------------------------------------------------------------------- 2001 2000 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Interest and dividend income $ 2 $ Net appreciation in fair value of investments 17 ------- ------- Net investment income 19 ------- ------- Contributions: Employer 9,713 4,485 Participant 1,169 ------- ------- Total contributions 10,882 4,485 ------- ------- NET INCREASE 10,901 4,485 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 4,485 ------- ------- End of year $15,386 $ 4,485 ======= ======= See notes to financial statements. -3-
EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 2001 AND 2000 - ------------------------------------------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Empire Steel Castings, Inc. 401(k) Profit Sharing Plan for Union Employees (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 Empire Steel Castings, Inc. (the "Company" or "Plan Sponsor"). Prudential Investments ("Prudential") serves as custodian of the Plan. 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"). Eligibility and Participation - Employees are eligible to participate in the Plan on the first day of the month immediately following the later of three months after their first day of employment or the date they attain age 18. An employee is not eligible to participate in the Plan if not a member of a collective bargaining unit, not covered by the collective bargaining agreement or employed prior to January 1, 1998. 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, with a minimum of 3% of straight-time earnings. 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 to their accounts plus actual earnings thereon is based on years of service. A participant is 100% vested after seven 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. During 2001 and 2000, the investment options were as follows: o Prudential Government Securities Trust - Money Market Series o Prudential Stock Index Fund o Fidelity Advisor Equity Income Fund o Fidelity Advisor Equity Growth Fund o Oppenheimer Global Fund o Prudential Government Income Fund -4-
o MFS Massachusetts Investors Trust o MFS Massachusetts Investors Growth o Prudential Jennison Growth Fund 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 Fund o AIM Balanced Fund o Franklin Convertible Securities Fund o Prudential Value Fund o Atchison Casting Corporation Stock 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 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. Nonvested portions of a participant's employer contribution account are forfeited and used to reduce employer matching contributions and nonelective contributions for the plan year in which the forfeiture occurs. At June 30, 2001 and June 30, 2000, there were no forfeited nonvested accounts. 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. 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. -5-
Investments Valuation and Income Recognition - The Plan's investments 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. Payment of Benefits - Benefit payments are recorded when paid. 3. 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: 2001 Value Per Shares Share Fair (Rounded) (Rounded) Value Prudential Government Securities Trust - Money Market Series 540 $ 1.00 $ 540 Prudential Stock Index Fund 16 27.13 434 During 2001, the Plan's investments in mutual funds (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $17. 4. PARTY-IN-INTEREST Certain Plan investments are shares of mutual funds managed by Prudential. Prudential is the custodian as defined by the Plan, therefore, these transactions qualify as party-in-interest. 5. 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. 6. PLAN TAX STATUS The Company has adopted a nonstandardized prototype plan, which has received a favorable opinion letter from the Internal Revenue Service, dated March 11, 1994, stating that the prototype plan complied with the applicable sections of the IRC. However, the Company has not requested a determination letter, but the Plan Sponsor believes the Plan, as currently operated, is qualified and tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements. -6-
7. NONEXEMPT TRANSACTIONS During the year ended June 30, 2001 and 2000, employee deferrals of $427 were withheld from certain payrolls and not remitted on a timely basis and employer contributions of $4,485, respectively, were 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. 8. 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. The Empire Steel Castings, Inc. plant closed October 31, 2001, but there has been no board resolution to terminate or freeze the plan. 9. 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. ****** -7-
EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES FORM 5500, SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS YEAR ENDED JUNE 30, 2000 - ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ (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 Empire Steel Castings, Inc. Plan Sponsor Employer contributions not timely remitted to the Trust $4,485* $ 4,485 $ 4,485 *This represents the total amount of employer contributions that were not remitted timely to the trust by the Plan Sponsor. -8-
EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES FORM 5500, SCHEDULE G, PART III - SCHEDULE OF NONEXEMPT TRANSACTIONS YEAR ENDED JUNE 30, 2001 - ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- (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 Empire Steel Castings, Inc. Plan Sponsor Employee contributions not timely remitted to the Trust $427* $427 $ 427 *This represents the total amount of contributions that were withheld from employees, but not remitted timely to the trust by the Plan Sponsor. -9-
EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT THE END OF YEAR JUNE 30, 2001 - ------------------------------------------------------------------------------------------ (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 * Prudential Government Securities Trust - Mutual fund Money Market Series (540 shares) $ 540 * Prudential Stock Index Fund Mutual fund (16 shares) 434 --- Total investments $ 974 ===== * Represents 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. EMPIRE STEEL CASTINGS, INC. 401(k) PROFIT SHARING PLAN FOR UNION EMPLOYEES Date January 11, 2002 By: Atchison Casting Corporation, the parent of ---------------- Empire Steel Castings, Inc., its Administrator 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