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
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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 401(k) PLAN
(The ATCHISON CASTING CORPORATION SAVINGS PLAN MERGED into the ATCHISON
CASTING CORPORATION 401(k) PLAN effective July 17, 2000. Accordingly,
this Form 11-K includes the financial information that would have been
otherwise attributable to the Atchison Casting Corporation Savings Plan
from July 18, 2000 through June 30, 2001. A separate Form 11-K is being
filed on behalf of the Atchison Casting Corporation Savings Plan for
the period of July 1, 2000 through July 17, 2000.)
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 401(k) 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
ATCHISON CASTING CORPORATION 401(k) 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 4-9
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED JUNE 30, 2001:
Form 5500, Schedule G, Part III - Schedule of Nonexempt Transactions 10
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes 11-12
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 the conditions
under which they are required.
INDEPENDENT AUDITORS' REPORT
To the Trustees and Participants of
Atchison Casting Corporation 401(k) Plan
Atchison, Kansas
We have audited the accompanying statements of net assets available for benefits
of Atchison Casting Corporation 401(k) 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
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
ATCHISON CASTING CORPORATION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
JUNE 30, 2001 AND 2000
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ASSETS 2001 2000
INVESTMENTS:
Mutual funds $19,108,719 $ 4,284,928
Guaranteed interest account 2,596,000 315,957
Common stock of Atchison Casting Corporation 145,356 35,600
Participant loans 464,051 137,886
----------- -----------
Total investments 22,314,126 4,774,371
----------- -----------
RECEIVABLES:
Employer's 66,717 36,144
Participants' 122,536 57,275
Atchison Casting Corporation Defined Contribution Plan 23,142
Atchison Casting Corporation Savings Plan 203,924
-----------
Total receivables 189,253 320,485
----------- -----------
CASH 6,549
NET ASSETS AVAILABLE FOR BENEFITS $22,509,928 $ 5,094,856
=========== ===========
See notes to financial statements
-2-
ATCHISON CASTING CORPORATION 401(k) 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 $ 419,048 $ 41,550
Net (depreciation) appreciation in fair value of investments (3,661,596) 321,027
------------ ------------
Net investment (loss) income (3,242,548) 362,577
------------ ------------
Contributions:
Employer, net of forfeitures 1,296,896 703,994
Participant 2,080,973 1,022,836
Rollover 302,727 32,070
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Total contributions 3,680,596 1,758,900
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Total additions 438,048 2,121,477
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 2,433,461 192,477
Miscellaneous expenses 12,300 10
------------ ------------
Total deductions 2,445,761 192,487
TRANSFERS:
From PrimeCast 401(k) Savings and Defined Contribution Plan 1,214,805
From La Grange Foundry Inc. 401(k) Savings and Defined Contribution
Plan 312,286
From Claremont Foundry, Inc. 401(k) Plan 260,405
From Inverness Castings Group Retirement Plan & Trust 19,225
From Pennsylvania Steel Foundry and Machine Co. Profit Sharing Plan 278,241
From Quaker Alloy, Inc. 401(k) Profit Sharing Plan for Union Employees 38,639
From Inverness Castings Group Employees Profit Sharing Plan & Trust 6,917,302
From Atchison Casting Corporation Savings Plan 12,439,570
To Kramer International Plan (239,570)
To Prospect Foundry Plan (11,397)
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Total transfers 19,422,785 1,806,721
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NET INCREASE 17,415,072 3,735,711
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 5,094,856 1,359,145
------------ ------------
End of year $ 22,509,928 $ 5,094,856
============ ============
-3-
ATCHISON CASTING CORPORATION 401(k) 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 Atchison Casting Corporation 401(k) 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 Atchison
Casting Corporation (the "Company" or "Plan Sponsor"). Prudential
Investments ("Prudential") serves as custodian of the Plan. Individuals
employed by the Plan Sponsor 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").
Effective July 1, 1999 the Plan was restated to allow additional plants of
the Company to participate in the Plan. Due to this amendment, assets were
transferred to this Plan during the 2000 plan year from the following
plans: PrimeCast 401(k) Savings and Defined Contribution Plan, LaGrange
Foundry Inc. 401(k) Savings and Defined Contribution Plan, Claremont
Foundry, Inc. 401(k) Plan and Inverness Castings Group Retirement Plan &
Trust.
Effective January 1, 2001, Kramer International and the Prospect Foundry
both settled union contracts creating new, separate plans. As a result,
the trustee of the Plan transferred the account balances of these
participants to their respective plans.
During 2000, the Plan Sponsor inadvertently remitted employee and employer
contributions to the Atchison Casting Corporation Savings Plan (the
"Savings Plan") that belonged to the Plan. At June 30, 2000, there is a
receivable from the Savings Plan in the financial statements of $203,924
that reflects this transaction. Effective July 17, 2000, all assets of the
Atchison Casting Corporation Savings Plan, the Inverness Castings Profit
Sharing Plan and Trust and the Pennsylvania Steel Foundry and Machine
Company Profit Sharing Plan were transferred to the Plan by virtue of a
merger. Immediately after the transfer of assets, each participant has an
account balance in the Plan equal to their previous account balance.
On June 11, 2001 assets of $38,639 were transferred from the Quaker Alloy,
Inc. 401(k) Profit Sharing Plan for Union Employees. This amount
represents two participants who became salaried employees and participants
in this Plan.
During Plan year 2000, the Atchison Casting Corporation Defined
Contribution Plan inadvertently accepted a rollover that belonged to the
Plan. During 2001, the rollover was corrected.
Eligibility and Participation - Certain employees of the Company are
eligible to participate in the Plan after completing three months of
service.
Contributions - Plan participants may contribute a portion of their
pre-tax or after-tax base compensation, subject to certain limitations.
Effective July 1, 1999, the Plan was amended to change the Plan Sponsor's
matching contribution to 75% of the first 8% of eligible compensation
contributed by participants.
-4-
Participant Accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, 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 matching contribution of
their accounts 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 62.
Investment Options - Upon enrollment in the Plan, a participant may direct
contributions in investment options offered by Prudential.
During 2001 and 2000, investment options were as follows:
o MFS Massachusetts Investors Trust
o Oppenheimer Global Fund
o AIM Balanced Fund
o Van Kampen Emerging Growth Fund
o Prudential Stock Index Fund
o The Prudential Insurance Company of America Guaranteed Interest Account
o Prudential Government Securities Trust-Money Market Series
o Fidelity Advisor Equity Income Fund
o Prudential Government Income Fund
o Prudential High Yield Fund
o Prudential Small Company Fund
o MFS Massachusetts Investors Growth Stock Fund
o Fidelity Advisor Equity Growth Fund
o Prudential Equity Income Fund
o Prudential Jennison Growth Fund
o Atchison Casting Corporation - Common Stock
o Franklin Convertible Securities 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 the lesser of $50,000 or 50 percent of their
account balance. The term of such loan shall not exceed five years except
in the case of a loan for the purpose of acquiring a principal residence
of the participant. The term of such loan shall be determined by the Plan
Sponsor considering the maturity dates quoted by representative commercial
banks in the local area for a similar loan. The loans are secured by the
balance in the participant's account. Interest rates range from 8.00% to
10.50%. Principal and interest are paid ratably through payroll
deductions.
-5-
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. Nonvested portions of a
participant's employer contribution account are forfeited and used to
reduce subsequent contributions by the Plan Sponsor. At June 30, 2001 and
June 30, 2000 forfeited nonvested accounts totaled $333,437 and $2,974
respectively. Also, in 2001, employer contributions were reduced by
$50,766 from forfeited nonvested accounts.
Expenses - Expenses of the Plan are paid by either the Plan or the Plan
Sponsor, as provided by the Plan document. Expenses of $12,300 and $10
were paid by the Plan for the year ended June 30, 2001, and 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.
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 account, are stated at fair market 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.
Reclassifications - Certain prior year balances have been reclassified to
conform with current year presentation.
-6-
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 fully benefit responsive. The Prudential 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.
-7-
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
MFS Massachusetts Investors Trust 355,514 $ 17.80 $ 6,328,150
The Prudential Insurance Company of America
Guaranteed Interest Account N/A N/A 2,596,000
Oppenheimer Global Fund 48,571 48.69 2,364,911
AIM Balanced Fund 76,774 27.67 2,124,333
Van Kampen Emerging Growth 36,264 48.91 1,773,661
Fidelity Advisor Equity Income Fund 61,432 25.37 1,558,527
Prudential Stock Index Fund 52,956 27.40 1,450,996
Prudential Government Security Trust -
Money Market Series 1,145,465 1.00 1,145,465
2000
----------------------------------------------------
Value Per
Shares Share Fair
(Rounded) (Rounded) Value
MFS Massachusetts Investors Trust 50,776 $ 20.94 $ 1,063,244
Oppenheimer Global Fund 9,781 68.65 671,497
AIM Balanced Fund 17,238 32.95 568,007
Van Kampen Emerging Growth Fund 5,722 97.15 555,909
Prudential Stock Index Fund 14,518 32.41 470,394
The Prudential Insurance Company of America
Guaranteed Interest Account N/A N/A 315,957
Prudential Government Securities Trust-Money
Market Series 251,485 1.00 251,485
During 2001 and 2000, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
(depreciated) appreciated in value by ($3,661,596) and $321,027,
respectively, as follows:
2001 2000
Mutual funds $(3,504,467) $ 330,661
Common stock (157,129) (9,634)
----------- -----------
$(3,661,596) $ 321,027
============ ============
-8-
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 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. PLAN TAX STATUS
The Internal Revenue Service has determined and informed the Plan Sponsor
by a letter dated October 4, 2000, 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 is 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
$221,933 and $72,866, 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 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 have
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. The Plan's
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 Plan Sponsor not be able to continue as a going
concern, the Plan may not be able to operate as an ongoing plan.
Management of the Plan Sponsor 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 Plan
Sponsor with additional borrowing capacity and with financial covenants
within such arrangements that are achievable by the Plan Sponsor.
Management has recently extended and modified their credit agreements
through June 30, 2002 and continues to pursue a long-term credit facility.
******
-9-
ATCHISON CASTING CORPORATION 401(k) 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
Plan, Employer Including Maturity Date, Rate Expenses Net Gain
Identity of or Other of Interest, Collateral, Par or Purchase Selling Lease Incurred with Cost of Current Value (Loss) on Each
Party Involved Party-in-Interest Maturity Value Price Price Rental Transaction Asset of Asset Transaction
Atchison Casting Corporation Plan Sponsor Employee contributions not $221,933* $221,933 $221,933
timely 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.
-10-
ATCHISON CASTING CORPORATION 401(k) PLAN
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
Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Value
MFS Massachusetts Investors Trust Mutual Fund $ 6,328,150
(355,514 shares)
* Prudential Insurance Company of America Guaranteed Interest Account 2,596,000
Oppenheimer Global Fund Mutual Fund 2,364,911
(48,571 shares)
AIM Balanced Fund Mutual Fund 2,124,333
(76,774 shares)
Van Kampen Emerging Growth Fund Mutual Fund 1,773,661
(36,264 shares)
Fidelity Advisor Equity Income Fund Mutual Fund 1,558,527
(61,432 shares)
* Prudential Stock Index Fund Mutual Fund 1,450,996
(52,956 shares)
* Prudential Government Security Trust - Mutual Fund 1,145,465
Money Market Series (1,145,465 shares)
* Prudential Government Income Fund Mutual Fund 902,661
(102,926 shares)
MFS Massachusetts Investors Growth Fund Mutual Fund 484,358
(33,895 shares)
* Prudential High Yield Fund Mutual Fund 297,398
(49,899 shares)
* Prudential Small Company Fund Mutual Fund 285,713
(18,541 shares)
* Atchison Casting Corporation Stock Common Stock 145,356
(50,123 shares)
Fidelity Advisor Equity Growth Fund Mutual Fund 120,935
(2,256 shares)
* Prudential Jennison Growth Fund Mutual Fund 108,567
(6,950 shares)
* Prudential Value Fund Mutual Fund 92,834
(5,095 shares)
-11-
ATCHISON CASTING CORPORATION 401(k) 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, Maturity Date, Rate of Interest, Current
Lessor or Similar Party Collateral, Par or Maturity Value Value
Franklin Convertible Securities Fund Mutual Fund 70,210
(4,773 shares)
* Participant loans Various participants, maturities to April 2015, 464,051
interest rates from 8.00% to 10.50% -------
Total investments $ 22,314,126
============
* Represents party-in-interest to the Plan. (Concluded)
-12-
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
401(k) PLAN
Date January 11, 2002 By: Atchison Casting Corporation, 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
