UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 24, 2003
ATCHISON CASTING CORPORATION
(Exact name of registrant as specified in charter)
Kansas 1-12541 48-1156578
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
400 South Fourth Street, Atchison, KS 66002
(Address of Principal Executive Offices) (Zip Code)
(913) 367-2121
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
As discussed in a press release dated December 23, 2003, which is attached as
Exhibit 99.1 hereto and incorporated herein by reference, effective December 23,
2003, Atchison Casting Corporation (the "Company") and certain of its U.S.
subsidiaries, including Amite Foundry and Machine, Inc., Prospect Foundry, Inc.,
Prime Cast, Incorporated, and ACC Global Corporation, and its Canadian
subsidiary, London Precision Machine & Tool, Ltd., consummated the sale of
substantially all of their assets to subsidiaries of AmeriCast Technologies,
Inc., an affiliate of KPS Special Situations Fund II, L.P. The sale of the
assets was in conjunction with the Company's reorganization proceedings and was
approved by the bankruptcy court. Total consideration paid for the purchase of
the assets was $40 million (consisting of $38.0 million in cash and a $2.0
million note) plus the assumption of liabilities by the buyer. The sales
proceeds will be used to pay down secured debt.
Item 5. Other Events and Regulation FD Disclosure.
The Company's debtor-in-possession financing agreement (the "DIP Financing
Agreement") with Harris Trust and Savings Bank, which has been the Company's
principal source of funding since the petition for Chapter 11 bankruptcy
reorganization was filed on August 4, 2003, is set to expire by its terms on
December 31, 2003. The DIP Financing Agreement is not expected to be renewed.
Without a DIP Financing Agreement in place, the Company will not have access to
the liquidity needed to continue operating, even in a limited capacity.
The Company is currently negotiating with its major creditors to have a cash
collateral budget in place after December 31, 2003 to fund ongoing operations as
the bankruptcy reorganization continues. After December 31, 2003, the Company
expects to auction off all remaining assets.
On October 31, 2003, the Company sold substantially all of the assets of
Inverness Castings Group to ICG Acquisition Company. The sale was accomplished
pursuant to an Asset Purchase Agreement dated as of October 10, 2003, between
ICG Acquisition Company and Inverness Castings Group, Inc.
It is unlikely that any funds will be left for stockholders of the Company after
payment of secured creditors in the reorganization proceeding under Chapter 11
of Title 11 of the United States Code (the "Bankruptcy Code").
Hugh H. Aiken, Michael V. B. Nagel and Vladimir Rada resigned from the Board of
Directors during December 2003, leaving Thomas K. Armstrong, Jr., Stanley B.
Atkins and William Bullard as the remaining directors.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS. The following exhibit is filed herewith:
99.1 Press Release dated December 23, 2003.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 24, 2003
Atchison Casting Corporation
By: /s/ Kevin T. McDermed
-----------------------------
Kevin T. McDermed
Chief Financial Officer
